(a)
"adviser" means a person or company engaging in or holding himself, herself or the company out as engaging in the business of advising in securities;

(a.1)
"advising in securities " includes giving, offering or agreeing to give advice to another person or company about investing in or buying or selling securities;

(b)
"associate", where used to indicate a relationship with a person or company, means

(i)
a company of which that person or company beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of the company that are outstanding,

(ii)
a partner of that person or company,

(iii)
a trust or estate in which that person or company has a substantial beneficial interest or in relation to which that person or company serves as trustee or in a similar capacity,

(iv)
a relative of that person,

(v)
a person to whom that person is married or with whom that person is living in a conjugal relationship outside marriage, or

(vi)
a relative of a person mentioned in subparagraph (v) who has the same home as that person;

(c)"clearing agency" means a person or company that,

(i)acts as an intermediary in paying funds or delivering securities, or both, in connection with trades and other transactions in securities,

(ii)provides centralized facilities for the clearing of trades and other transactions in securities, including facilities for comparing data respecting the terms of settlement of a trade or transaction, or

(iii)provides centralized facilities as a depository of securities,

but does not include,

(iv)the Canadian Payments Association or its successors,

(v)a stock exchange or a quotation and trade reporting system,

(vi)a registered dealer, or

(vii)a bank, trust company, loan corporation, insurance company, treasury branch, credit union or caisse populaire that, in the normal course of its authorized business in Canada, engages in an activity described in subparagraph (i), but does not also engage in an activity described in subparagraph (ii) or (iii);

(f)
"contract" includes a trust agreement, declaration of trust or other similar instrument;

(g)
"contractual plan" means a contract or other arrangement for the purchase of shares or units of a mutual fund by payments over a specified period or by a specified number of payments where the amount deducted from any 1 of the payments as sales charges is larger than the amount that would have been deducted from that payment for sales charges if deductions had been made from each payment at a constant rate for the duration of the plan;

(h)
"contractual right of action" means a right of action against an issuer for rescission or damages, which right,

(i)
is available to an investor to whom an offering memorandum prospectus has been delivered by or on behalf of the seller of securities referred to in the offering memorandum prospectus if the offering memorandum prospectus contains a misrepresentation,

(ii)
is exercisable on notice given to the issuer not later than 90 days after the date on which payment was made for the securities or after the initial payment, where payments after the initial payment are made under a contractual commitment assumed before, or concurrently with, the initial payment,

(iii)
reasonably corresponds to the rights provided in section 130 applicable to a prospectus, and may be subject to defences equivalent to a defence available under subsection (2) of that section, and

(iv)
includes a provision stating that the right is in addition to another right or remedy available at law to the investor;

(h.1)
"control person" means

(i)
a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a person or company holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or company shall be considered, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

(ii)
a person or company in a combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, who holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a combination of persons or companies holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies shall be considered, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

(i)
"dealer" means a person or company engaging in or holding himself, herself or the company out as engaging in the business of dealing in securities;

(i.1)
"dealing in securities " includes

(i)
trading a security as principal or agent,

(ii)
acquiring a security as principal or agent or an act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of that activity, and

(iii)
acting as an underwriter;

(j)
"decision" means a direction, decision, order, ruling or other requirement made under a power or right conferred by this Act or the rules or under a delegation or other transfer of an extra-provincial authority under section 138.16;

(k)
"director" means a director of a company or an individual performing a similar function or occupying a similar position for a company or for any other person;

(l)
"distribution", where used in relation to trading in securities, means

(i)
a trade in securities of an issuer that have not been previously issued,

(ii)
a trade by or on behalf of an issuer in previously issued securities of that issuer that have been redeemed or purchased by or donated to that issuer,

(iii)
a trade in previously issued securities of an issuer from the holdings of a person, company or combination of persons or companies holding a sufficient number of securities of that issuer to affect materially the control of that issuer, but holdings of a person, company or combination of persons or companies holding more than 20% of the outstanding voting securities of an issuer shall, in the absence of evidence to the contrary, be considered to affect materially the control of that issuer,

(iv)
a trade by or on behalf of an underwriter in securities which were acquired by that underwriter, acting as underwriter, before April 1, 1991
if those securities continued on that date to be owned by or for that underwriter so acting, and

(v)
a trade that is a distribution under the regulations,

and after March 31, 1991
includes a distribution as referred to in subsections 73(4), (5), (6) and (7), and also includes a transaction or series of transactions involving a purchase and sale or a repurchase and resale in the course of or incidental to a distribution and "distribute", distributed" and "distributing" have a corresponding meaning;

(m)
"distribution company" means a person or company distributing securities under a distribution contract;

(n)
"distribution contract" means a contract between a mutual fund or its trustees or other legal representative and a person or company under which that person or company is granted the right to purchase the shares or units of the mutual fund for distribution or to distribute the shares or units of the mutual fund on behalf of the mutual fund;

(o)
"distribution to the public", where used in relation to trading in securities, means a distribution that is made for the purpose of distributing to the public securities issued by an issuer, whether the trades are made directly or indirectly to the public through an underwriter or otherwise;

(p)
"financial intermediary" means

(i)
a bank to which the Bank Act
(Canada
) applies,

(ii)
a loan company or trust company which meets the requirements of section 3 of the Trust and Loan Corporations Act,

(iii)
an insurance company licensed under the Insurance Companies Act
,

(iv)
a credit union registered under the Co-operative Societies Act
, and

(v)
a co-operative society to which the Co-operative Societies Act
applies;

(q)
"form of proxy" means a written or printed form that, upon completion and execution by or on behalf of a security holder, becomes a proxy;

(q.1)
"forward looking information" means disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action, and includes future-oriented financial information with respect to prospective results of operations, financial position or cash flows that is represented either as a forecast or a projection;

(r)
"individual" means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, or a natural person in his or her capacity as trustee, executor, administrator or other legal personal representative;

(s)
"insider" means

(i)
a director or officer of an issuer,

(ii)
a director or officer of person or company that is itself an insider or subsidiary of an issuer,

(iii)
a person or company that has

(A)
beneficial ownership of, or control or direction over, directly or indirectly, or

(B)
a combination of beneficial ownership of and control or direction over, directly or indirectly,

securities of an issuer carrying more than 10% of the voting rights attached to all the issuers outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, securities held by the person or company as underwriter in the course of a distribution,

(iv)
an issuer that has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security,

(v)
a person designated by order as an insider by the superintendent, or

(vi)
a person that is in a class of persons prescribed under section 144.1;

(s.1)
"investor relations activities" means any activity or oral or written communication by or on behalf of an issuer or security holder of the issuer that promotes or reasonably could be expected to promote the purchase or sale of securities of the issuer, but does not include

(i)
the dissemination of information provided, or records prepared, in the ordinary course of the business of the issuer to promote the sale of products or services of the issuer or to raise public awareness of the issuer that cannot reasonably be considered to promote the purchase or sale of securities of the issuer,

(ii)
activities or communications necessary to comply with the requirements of the securities law of the province or the by-laws or other regulatory instruments or practices or policies of a stock exchange or self-regulatory organization or quotation and trade reporting system,

(iii)
communications by a publisher of, or writer for a newspaper, news magazine or business or financial publication that is of general and regulator paid circulation, distributed only to subscribers to it for value or to purchasers of it, if

(A)
the communication is only through the newspaper, magazine or publication, and

(B)
the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer, or

(iv)
activities or communications that the superintendent may prescribe for the purpose of this definition;

(t)
"issuer" means a person or company that has outstanding, issues or proposes to issue, a security;

(t.2)
"investment fund manager" means a person or company who has the power to direct and exercises the responsibility of directing the affairs of an investment fund;

(u)
"management company" means a person or company that provides investment advice, under a management contract;

(v)
"management contract" means a contract under which a mutual fund is provided with investment advice, alone or together with administrative or management services, for valuable consideration;

(v.1)
"market participant" means a registrant, a person or company exempted from the requirement to be registered under this Act by a ruling of the superintendent, a reporting issuer, a director, officer or promoter of a reporting issuer, a manager or custodian of assets, shares or units of a mutual fund, a recognized clearing agency, a recognized quotation and trade reporting system, a recognized stock exchange, a recognized self-regulatory organization, a transfer agent or registrar for securities of a reporting issuer, the Canadian Investor Protection Fund, the general partner of a market participant or another person or company or member of a class of persons or companies designated by the regulations;

(w)
"material change" means

(i)
if used in relation to an issuer other than an investment fund,

(A)
a change in the business, operations or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of a security of the issuer, or

(B)
a decision to implement a change referred to in clause (A) made by the directors of the issuer, or by senior management of the issuer who believe that confirmation of the decision by the directors is probable, and

(ii)
if used in relation to an issuer that is a investment fund,

(A)
a change in the business, operations or affairs of the issuer that would be considered important by a reasonable investor in determining whether to purchase or continue to hold a security of the issuer, or

(B)
a decision to implement a change referred to in clause (A) made

(I)
by the directors of the issuer or by the directors of the investment fund manager of the issuer,

(II)
by senior management of the issuer who believe that confirmation of the decision by the directors is probable, or

(III
)
by senior management of the investment fund manager of the issuer who believe that confirmation of the decision by the directors of the investment fund manager of the issuer is probable;

(x)
"material fact", where used in relation to securities issued or proposed to be issued, means a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of those securities;

(y)
"minister" means the minister appointed under the Executive Council Act
to administer this Act;

(z)
"misrepresentation" means

(i)
an untrue statement of material fact, or

(ii)
an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made;

(aa)
"mutual fund" includes an issuer of securities that entitle the holder to receive on demand, or within a specified period after demand, an amount calculated by reference to the value of a proportionate interest in the whole or in a part of the net assets, including a separate fund or trust account, of the issuer of the securities;

(bb)
"mutual fund in the province" means a mutual fund that is a reporting issuer or that is organized under the laws of the province but does not include a private mutual fund;

(cc)
"offering memorandum prospectus" means a document purporting to describe the business and affairs of an issuer that has been prepared primarily for delivery to and review by prospective investors so as to assist those investors to make an investment decision in respect of securities being sold in a distribution to which section 54 or section 63 would apply but for the availability of 1 or more of the exemptions contained in paragraph 73(1)(c), (d) or (p) or paragraph 54(3)(f), but does not include

(i)
a document setting out current information about an issuer for the benefit of prospective investors familiar with the issuer through prior investment or business contacts, or

(ii)
for the purpose of subsection 73(22), an annual report, interim report, information circular, takeover bid circular, issuer bid circular, prospectus or other document the content of which is prescribed by statute or regulation;

(ff)
"portfolio manager" means an adviser registered for the purpose of managing the investment portfolio of clients through discretionary authority granted by the clients;

(gg)
"portfolio securities", where used in relation to a mutual fund, means securities held or proposed to be purchased by the mutual fund;

(hh)
"private company" means a company in whose constating document

(i)
the right to transfer its shares is restricted,

(ii)
the number of its shareholders, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the company, were, while in that employment, and have continued after termination of that employment to be, shareholders of the company, is limited to not more than 50, 2 or more persons who are the joint registered owners of 1 or more shares being counted as 1 shareholder, and

(iii)
an invitation to the public to subscribe for its securities is prohibited;

(ii)
"private mutual fund" means a mutual fund that is

(i)
operated as an investment club, where

(A)
its shares or units are held by not more than 50 persons and its indebtedness has never been offered to the public,

(B)
it does not pay or give remuneration for investment advice or in respect of trades in securities, except normal brokerage fees, and

(C)
all of its members are required to make contributions in proportion to the shares or units each holds for the purpose of financing its operations, or

(ii)
administered by a trust company which meets the requirements of section 3 of the Trust and Loan Corporations Act,
and consists of

(A)
a pooled fund maintained solely to serve registered retirement savings plans, registered home ownership savings plans, or other savings plans registered under the Income Tax Act
(Canada), or

(B)
a pooled fund maintained by a trust company in which money belonging to various estates and trusts in its care are commingled, with the authority of the settlor, testator or trustee, for the purpose of facilitating investment where no general solicitations are made with a view to the sale of participations in the pooled fund;

(jj)
"promoter" means

(i)
a person or company that, acting alone or in conjunction with 1 or more other persons, companies or a combination of them, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of an issuer, or

(ii)
a person or company that, in connection with the founding, organizing or substantial reorganizing of the business of an issuer, directly or indirectly, receives in consideration of services or property or both services and property, 10% or more of the issued securities of a class of securities of the issuer or 10% or more of the proceeds from the sale of a class of securities of a particular issue, but a person or company who receives the securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be considered a promoter within the meaning of this definition where that person or company does not otherwise take part in founding, organizing, or substantially reorganizing the business;

(kk)
"proxy" means a completed and executed form of proxy by means of which a security holder has appointed a person or company as his or her nominee to attend and act for him or her and on his or her behalf at a meeting of security holders;

(kk.1)
"quotation and trade reporting system" means a person or company that operates facilities that permit the dissemination of price quotations for the purchase and sale of securities and reports of completed transactions in securities for the exclusive use of registered dealers, but does not include a stock exchange or a registered dealer;

(ll.3)
"recognized stock exchange" means a person or company recognized by the superintendent under section 24;

(mm)
"register" means register under this Act and "registered" has a corresponding meaning;

(nn)
"registrant" means a person or company registered or required to be registered under this Act;

(oo)
"reporting issuer" means an issuer

(i)
that has

(A)
traded securities in the province under a prospectus filed and for which a receipt has been received, or

(B)
filed a securities exchange take-over bid circular

under this Act or a predecessor of this Act,

(ii)
to which the Corporations Act
applies and which, for the purposes of that Act, is offering its securities to the public,

(iii)
that has exchanged its securities with another issuer or with the holders of the securities of that other issuer in connection with an amalgamation, merger, reorganization, arrangement or similar transaction if one of the parties to the amalgamation, merger, reorganization, arrangement or similar transaction was a reporting issuer at the time of the amalgamation, merger, reorganization, arrangement or similar transaction, or

(iv)
that the superintendent has ordered to be considered as a reporting issuer under section 84.1;

(oo.1)
"rules" means the rules made under section 144.1;

(pp)
[Rep. by 2008 c44 s1]

(pp.1)
"securities law of the province" means this Act, the regulations and rules made under section 144.1, any extra-provincial securities laws adopted or incorporated by reference under section 138.18, and, with respect to a person or company, a decision of the superintendent to which that person or company is subject;

(qq)
"security" includes

(i)
a document, instrument or writing commonly known as a security,

(ii)
a document constituting evidence of title to or interest in the capital, assets, property, profits, earnings or royalties of a person or company,

(iii)
a document constituting evidence of an interest in an association of legatees or heirs,

(iv)
a document constituting evidence of an option, subscription or other interest in or to a security,

(v)
a bond, debenture, note or other evidence of indebtedness, share, stock, unit, unit certificate, participation certificate, certificate of share or interest, preorganization certificate or subscription other than a contract of insurance issued by an insurance company licensed under the Insurance Companies Act
and an evidence of deposit issued by a bank to which the Bank Act
(Canada) applies or by a loan company or trust company which meets the requirements of section 3 of the Trust and Loan Corporations Act,

(vi)
an agreement under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets, except a contract issued by an insurance company licensed under the Insurance Companies Act
which provides for payment at maturity of an amount not less than 3/4 of the premiums paid by the purchaser for a benefit payable at maturity,

(vii)
an agreement providing that money received will be repaid or treated as a subscription to shares, stock, units or interests at the option of the recipient or of a person or company,

(viii)
a certificate of share or interest in a trust, estate or association,

(ix)
a profit-sharing agreement or certificate,

(x)
a certificate of interest in an oil, natural gas or mining lease, claim or royalty voting trust certificate,

(xi)
an oil or natural gas royalty or lease or fractional or other interest in an oil or natural gas royalty or lease,

(xii)
a collateral trust certificate,

(xiii)
an income or annuity contract not issued by an insurance company or an issuer within the meaning of the Investment Contracts Act
,

(xiv)
an investment contract,

(xv)
a document constituting evidence of an interest in a scholarship or educational plan or trust, and

(xvi)
a commodity futures contract or a commodity futures option that is not traded on a commodity futures exchange registered with or recognized by the superintendent or the form of which is not accepted by the superintendent under this Act,

whether or not 1 of the above relates to an issuer or proposed issuer;

(qq.1)
"self-regulatory organization" means a person or company that is organized for the purpose of regulating the operations and standards of practice and business conduct of its members;

(rr)
"senior officer" means

(i)
the chairperson or a vice-chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer or the general manager of a company or another individual who performs functions for an issuer similar to those normally performed by an individual occupying that office, and

(ii)
each of the 5 highest paid employees of an issuer, including an individual referred to in subparagraph (i);

(rr.1)
"superintendent" means the Superintendent of Securities;

(ss)
"trade" or "trading" includes

(i)
a sale or disposition of a security for valuable consideration, whether the terms of payment be on margin, instalment or otherwise, but does not include a purchase of a security or, except as provided in subparagraph (iv), a transfer, pledge or encumbrance of securities for the purpose of giving collateral for a genuine debt,

(ii)
participation as a trader in a transaction in a security through the facilities of a stock exchange or quotation and trade reporting system,

(iii)
receipt by a registrant of an order to buy or sell a security,

(iv)
a transfer, pledge or encumbrancing of securities of an issuer from the holdings of a person or company or combination of persons or companies described in subparagraph (l)(iii) for the purpose of giving collateral for a genuine debt, and

(v)
an act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of the above;

(tt)
"underwriter" means a person or company who, as principal, agrees to purchase securities with a view to distribution or who, as agent, offers for sale or sells securities in connection with a distribution and includes a person or company who has a direct or indirect participation in that distribution, but does not include

(i)
a person or company whose interest in the transaction is limited to receiving the usual and customary distributor's or seller's commission payable by an underwriter or issuer,

(ii)
a mutual fund that, under the laws of the jurisdiction to which it is subject, accepts its shares or units for surrender and resells them,

(iii)
a company that, under the laws of the jurisdiction to which it is subject, purchases its shares and resells them, or

(iv)
a bank listed in Schedule I, II or III
of the Bank Act
(Canada) with respect to securities described in paragraph 36(2)(a) and to the banking transactions designated by a rule under section 144.1; and

(uu)
"voting security" means a security other than a debt security of an issuer carrying a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

(1.1)
For the purposes of this Act, the regulations and the rules, any of "derivatives", "future-oriented financial information", "going private transaction", "insider bid", "non-redeemable investment fund", "penny stocks", "related party transactions", and "reverse take-overs" may be defined in the regulations or the rules and if so defined shall have the defined meaning.

(2)
A company is considered to be an affiliate of another company where 1 of them is the subsidiary of the other or where both are subsidiaries of the same company or where each of them is controlled by the same person or company.

(3)
A company is considered to be controlled by another person or company or by 2 or more companies where

(a)
voting securities of the first-mentioned company carrying more than 50% of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of the other person or company or by or for the benefit of the other companies; and

(b)
the votes carried by the securities are entitled, where exercised, to elect a majority of the board of directors of the first-mentioned company.

(4)
A company is considered to be a subsidiary of another company where

(a)
it is controlled by

(i)
that other,

(ii)
that other and 1 or more companies each of which is controlled by that other, or

(iii)
2 or more companies each of which is controlled by that other; or

(b)
it is a subsidiary of a company that is that other's subsidiary.

(5)
A person is considered to own beneficially securities beneficially owned by a company controlled by him or her or by an affiliate of that company.

(6)
A company is considered to own beneficially securities beneficially owned by its affiliates.

(7)
Every management company and every distribution company of a mutual fund that is a reporting issuer and every insider of that management company or distribution company is considered to be an insider of the mutual fund.

(7.1)
If an issuer becomes an insider of a reporting issuer, every director or officer of the issuer is considered to have been an insider of the reporting issuer for the previous 6 months or for that shorter period during which the director or officer was a director or officer of the issuer.

(7.2)
If a reporting issuer becomes an insider of any other reporting issuer, every director or officer of the second-mentioned reporting issuer is considered to have been an insider of the first-mentioned reporting issuer for the previous 6 months or for that shorter period during which the director or officer was a director or officer of the second-mentioned reporting issuer.

5.
(1) The Lieutenant-Governor in Council may appoint a Financial Disclosure Advisory Board and may designate 1 of the members to be chairperson.

(2)
The Financial Disclosure Advisory Board shall meet when requested to do so by the superintendent.

(3)
The Financial Disclosure Advisory Board shall, when requested to by the superintendent, consult with and advise the superintendent concerning the financial disclosure requirements of the securities law of the province.

(4)
The members of the Financial Disclosure Advisory Board shall serve without remuneration, but the Lieutenant-Governor in Council may fix a daily allowance to be payable to each member, and a member is entitled to his or her reasonable and necessary expenses, as certified by the chairperson, for attending at meetings and transacting the business of the board.

(a)
an application for registration or renewal of registration is abandoned; or

(b)
a preliminary prospectus or prospectus is withdrawn,

the superintendent may, upon the application of the person or company who made the application or filed the preliminary prospectus or prospectus, recommend to the Minister of Finance that a refund of the fee paid on the making of the application or the filing of the preliminary prospectus or prospectus or a part of the fee that the superintendent considers reasonable be made, and the Minister of Finance may make the refund from the Consolidated Revenue Fund.

10.
A person or company directly affected by a decision of the superintendent, other than a decision under section 75, may, in accordance with the Financial Services Appeal Board Act
, appeal that decision to the board established under that Act.

12.
(1) The superintendent may, by order, appoint a person to make any investigation that the superintendent considers necessary

(a)
for the administration of the securities law of the province;

(b)
to assist in the administration of the securities laws of another jurisdiction;

(c)
with respect to matters relating to trading in securities in the province; or

(d)
with respect to matters in the province relating to trading in securities in another jurisdiction.

(2)
An order under this section shall describe the matter to be investigated.

(3)
For the purposes of an investigation under this section, a person appointed to make the investigation may investigate and inquire into,

(a)
the affairs of the person or company in respect of which the investigation is being made, including trades, communications, negotiations, transactions, investigations, loans, borrowings or payments to, by, on behalf of, or in relation to or connected with the person or company and property, assets or things owned, acquired or alienated in whole or in part by the person or company or by another person or company acting on behalf of or as agent for the person or company; and

(b)
the assets at any time held, the liabilities, debts, undertakings and obligations at any time existing, the financial or other conditions at any time prevailing in or in relation to or in connection with the person or company, and a relationship that may at any time exist or have existed between the person or company and another person or company by reason of investments, commissions promised, secured or paid, interests held or acquired, the loaning or borrowing of money, stock or other property, the transfer, negotiation or holding of stock, interlocking directorates, common control, undue influence or control or other relationship.

(4)
For the purposes of an investigation under this section, a person appointed to make the investigation may examine documents or other things, whether they are in the possession or control of the person or company in respect of which the investigation is ordered or of another person or company.

(5)
Notwithstanding subsection (1), the minister may, by order, appoint one or more persons to make an investigation as the minister considers expedient,

(a)
for the due administration of the securities law of the province or the regulation of the capital markets in the province; or

(b)
to assist in the due administration of the securities laws or the regulation of the capital markets in another jurisdiction.

(6)
A person appointed under subsection (5) has, for the purpose of the investigation, the same authority, powers, rights and privileges as a person appointed under subsection (1).

13.
(1) The superintendent may, by order, appoint one or more persons to make an examination of the financial affairs of a market participant as he or she considers expedient,

(a)
for the due administration of the securities law of the province or the regulation of the capital markets in the province; or

(b)
to assist in the due administration of the securities laws or the regulation of the capital markets in another jurisdiction.

(2)
An order under subsection (1) shall describe the matter to be examined.

(3)
For the purposes of an examination under this section, a person appointed to conduct the examination may examine documents or other things, whether they are in the possession or control of the market participant or another person or company.

14.
(1) A person making an investigation or examination under section 12 or 13 has the same power to summon and enforce the attendance of a person and to compel him or her to testify on oath or otherwise, and to summon and compel a person or company to produce documents and other things, as is vested in a judge of the Trial Division, and the refusal of a person to attend or to answer questions or of a person or company to produce documents or other things as are in his, her or its custody or possession makes the person or company liable to be committed for contempt by a judge of the Trial Division as if in breach of an order of that court.

(2)
A person or company giving evidence under subsection (1) may be represented by counsel and may claim a privilege to which the person or company is entitled.

(3)
A person making an investigation or examination under section 12 or 13 may, on production of the order appointing him or her, enter the business premises of a person or company named in the order during business hours and inspect documents or other things that are used in the business of that person or company and that relate to the matters specified in the order, except those maintained by a lawyer in respect of his or her clients affairs.

(4)
A person making an investigation or an examination under section 12 or 13 may apply to a judge of the Provincial Court or a judge of the Trial Division in the absence of the public and without notice for an order authorizing the person or persons named in the order to enter and search a building, receptacle or place specified and to seize a thing described in the authorization that is found in the building, receptacle or place and to bring it before the judge granting the authorization, or another judge, to be dealt with by him or her according to law.

(5)
No authorization shall be granted under subsection (4) unless the judge to whom the application is made is satisfied on information under oath that there are reasonable grounds to believe that there may be in the building, receptacle or place to be searched some thing that may reasonably relate to the order made under section 12 or 13.

(6)
A person named in an order under subsection (4) may, on production of the order, enter a building, receptacle or place specified in the order between 6 a.m.
and 9 p.m.
, search for and seize a thing specified in the order, and use as much force as is reasonably necessary for that purpose.

(7)
Every order under subsection (4) shall name the date that it expires, and the date shall be not later than 15 days after the order is granted.

(8)
For the purpose of subsections (4), (5) and (6), "building, "receptacle or place" includes a private residence.

14.1
(1) A judge of the Provincial Court or a judge of the Trial Division may order a person, other than a person who is the subject of an investigation,

(a)
to produce a document or a copy of a document, certified by affidavit to be a true copy, or to produce data; or

(b)
to prepare a document based on a document or data already in existence and to produce it.

(2)
An order referred to in subsection (1) shall require the document or data to be produced within the time, at the place and in the form specified and to be given to an investigator, examiner or other person designated by the superintendent.

(3)
A judge may make an order referred to in subsection (1) where he or she is satisfied on the basis of an application made in writing and on oath or affirmation and without notice that there are reasonable grounds to believe that

(a)
a person has contravened or is contravening this Act, the regulations or the rules or is suspected to have contravened this Act, the regulations or the rules;

(b)
the document or data will provide evidence respecting a contravention or suspected contravention of this Act, the regulations or the rules; and

(c)
the person who is subject to the order has possession or control of the document or data.

(4)
An order referred to in subsection (1) may contain terms and conditions that the judge considers advisable in the circumstances, including terms and conditions to protect a privileged communication between a lawyer and his or her client.

(5)
The order referred to in subsection (1) may be revoked, renewed or varied.

(6)
A copy of a document produced under this section, on proof by affidavit that it is a true copy, is admissible in evidence in proceedings under this Act and has the same probative force as the original document would have if it had been proved in the ordinary way.

(7)
Notwithstanding section 17, copies of documents produced under this section are not required to be returned to the person who provided them.

15.
(1) Where a thing is seized and brought before a judge, he or she shall, by order,

(a)
detain it or direct it to be detained in the care of a person named in the order; or

(b)
direct it to be returned,

and the judge may in the order authorize the examination, testing, inspection or reproduction of the thing seized upon the conditions that are reasonably necessary and directed in the order, and may make another provision as in the opinion of the judge is necessary for its preservation.

(2)
Nothing shall be detained under an order made under subsection (1) for a period of more than 3 months after the time of seizure unless, before the expiration of that period,

(a)
upon motion, a judge is satisfied that having regard to the nature of the investigation, its further detention for a specified period is warranted and he or she so orders; or

(b)
a proceeding is instituted in which the thing detained may be required.

(3)
Upon the motion of the person having an interest in a thing detained under subsection (1), a judge may make an order for the examination, testing, inspection or reproduction of a thing detained upon the conditions that are reasonably necessary and directed in the order.

(4)
Upon the motion of a person having an interest in a thing detained under subsection (1), and upon notice to the person or company in respect of which the investigation is being made, the person from whom the thing was seized, the person to whom the order under subsection 14(4) was issued and a person who has an apparent interest in the thing detained, a judge may make an order for the release of a thing detained to the person from whom the thing was seized where it appears that the thing detained is no longer necessary for the purpose of the investigation.

16.
(1) Where, under an order under subsection 14(4), a person is about to examine or seize a document that is in the possession of a lawyer and a solicitor-client privilege is claimed on behalf of a named client in respect of the document, the person shall, without examining or making copies of the document,

(a)
seize the document and place it, together with other documents seized in respect of which the same claim is made on behalf of the same client, in a package and seal and identify the package; and

(b)
place the package in the custody of the clerk of the court or, with the consent of the person and the client, in the custody of another person.

(2)
No person shall examine or seize a document that is in the possession of a lawyer without giving him or her a reasonable opportunity to claim the privilege under subsection (1).

(3)
A judge may, upon the motion made without notice of the lawyer, by order authorize the lawyer to examine or make a copy of the document in the presence of its custodian or the judge, and the order shall contain the provisions that are necessary to ensure that the document is repackaged and resealed without alteration or damage.

(4)
Where a document has been seized and placed in custody under subsection (1), the client by or on whose behalf the claim of solicitor-client privilege is made may make an application to a judge for an order sustaining the privilege and for the return of the document.

(5)
An application under subsection (4) shall be set down to be heard not later than 30 days after the date on which the document was placed in custody.

(6)
The person who seized the document and the superintendent are parties to an application under subsection (4) and entitled to at least 3 days' notice.

(7)
An application under subsection (4) shall be heard in private and, for the purposes of the hearing, the judge may examine the document and, where he or she does so, shall cause it to be resealed.

(8)
The judge may by order,

(a)
declare that the solicitor-client privilege exists or does not exist in respect of the document; and

(b)
direct that the document be delivered up to the appropriate person.

(9)
Where it appears to a judge on the application of the superintendent or person who seized the document that no application has been made under subsection (4) within the time limit prescribed by subsection (5), the judge shall order that the document be delivered to the applicant.

18.
(1)
A person appointed under subsection 12(1) or 13(1) shall, at the request of the superintendent, provide a report to the superintendent of testimony given and documents or other things obtained under section 14 or 14.1.

(2)
A person appointed under subsection 12(5) shall, at the request of the superintendent, provide a report to the superintendent of testimony given and documents or other things obtained under section 14 or 14.1.

19.
(1) Except in accordance with section 20, no person or company shall disclose, except to his, her or its counsel,

(a)
the nature or content of an order under section 12 or 13; or

(b)
the name of a person examined or sought to be examined under section 14, testimony given under section 14, information obtained under section 14 or section 14.1, the nature or content of questions asked under section 14, the nature or content of demands for the production of a document or other thing under section 14 or section 14.1, or the fact that a document or other thing was produced under section 14 or section 14.1.

(2)
A report provided under section 18 and testimony given or documents or other things obtained under section 14 or 14.1shall be for the exclusive use of the superintendent and shall not be disclosed or produced to another person or company or in a proceeding except in accordance with section 20.

20.
(1) Where the superintendent considers that it would be in the public interest, he or she may make an order authorizing the disclosure to a person or company of,

(a)
the nature or content of an order under section 12 or 13;

(b)
the name of a person examined or sought to be examined under section 14, testimony given under section 14, information obtained under section 14 or section 14.1, the nature or content of questions asked under section 14, the nature or content of demands for the production of a document or other thing under section 14 or section 14.1, or the fact that a document or other thing was produced under section 14 or section 14.1; or

(c)
all or part of a report provided under section 18.

(2)
No order shall be made under subsection (1) unless the superintendent has, where practicable, given reasonable notice and an opportunity to be heard to,

(a)
persons and companies named by the superintendent; and

(b)
in the case of disclosure of testimony given or information obtained under section 14, the person or company that gave the testimony or from which the information was obtained.

(3)
Without the written consent of the person from whom the testimony was obtained, no order shall be made under subsection (1) authorizing the disclosure of testimony given under subsection 14 (1) to,

(a)
a municipal, provincial, federal or other police force or to a member of a police force; or

(b)
a person responsible for the enforcement of the criminal law of Canada
or of another country or jurisdiction.

(4)
An order under subsection (1) may be subject to terms and conditions imposed by the superintendent.

(5)
A court having jurisdiction over a prosecution under the Provincial Offences Act
initiated by the superintendent may compel production to the court of testimony given or a document or other thing obtained under section 14 or 14.1, and after inspecting the testimony, document or thing and providing interested parties with an opportunity to be heard, the court may order the release of the testimony, document or thing to the defendant where the court determines that it is relevant to the prosecution, is not protected by privilege and is necessary to enable the defendant to make full answer and defence, but the making of an order under this subsection does not determine whether the testimony, document or thing is admissible in the prosecution.

(6)
A person appointed to make an investigation or examination under this Act may, for the purpose of conducting an examination or in connection with a proceeding commenced or proposed to be commenced by the superintendent under this Act, disclose or produce a thing mentioned in subsection (1).

(7)
Without the written consent of the person from whom the testimony was obtained, no disclosure shall be made under subsection (6) of testimony given under subsection 14(1) to,

(a)
a municipal, provincial, federal or other police force or to a member of a police force; or

(b)
a person responsible for the enforcement of the criminal law of Canada
or of another country or jurisdiction.

21.
Testimony given under section 14 shall not be admitted in evidence against the person from whom the testimony was obtained in a prosecution for an offence under section 122 or in a prosecution governed by the Provincial Offences Act
.

22.
(1) Every market participant shall keep the books, records and other documents as are necessary for the proper recording of its business transactions and financial affairs and the transactions that it executes on behalf of others and shall keep other books, records and documents as may otherwise be required under the securities law of the province.

(2)
Without limiting the generality of subsection (1), every recognized stock exchange shall keep a record of the time at which each transaction on the recognized stock exchange took place and shall supply to a client of a member of the recognized stock exchange, on production of a written confirmation of a transaction with the member, particulars of the time at which the transaction took place and verification or otherwise of the matters set forth in the written confirmation.

(3)
Every market participant shall deliver to the superintendent at a time or times as the superintendent may require,

(a)
the books, records and documents that are required to be kept by the market participant under the securities law of the province; and

(b)
except where prohibited by law, a filing, report or other communication made to a regulatory agency whether within or outside of the province.

23.
(1) The superintendent may designate in writing one or more persons to review the books, records and documents that are required to be kept by a market participant under section 22 for the purpose of determining whether the securities law of the province is being complied with.

(2)
A person conducting a compliance review under this section may, on production of his or her designation,

(a)
enter the business premises of a market participant during business hours; and

(b)
inquire into and examine the books, records and documents of the market participant that are required to be kept under section 22, and make copies of the books, records and documents.

(3)
A market participant in respect of which a compliance review is conducted under this section shall pay the superintendent the fees as may be prescribed by the regulations.

(i)
any holder of a security in an organization that carries on business as a stock exchange, and

(ii)
any person or company that agrees to comply with the by-laws, rules, regulations, policies, procedures, interpretations and practices of the stock exchange and is granted trading access on or through the facilities of the stock exchange;

(b)
to a member of a self-regulatory organization includes any person or company carrying on business as an investment dealer that agrees to be regulated by that self-regulatory organization;

(c)
to a representative of a member of a stock exchange includes

(i)
any person or company approved by the stock exchange as a partner, officer, director, trader or assistant trader of the member, and

(ii)
any employee of a member not otherwise referred to in subparagraph (i); and

(d)
to a representative of a member of a self-regulatory organization includes

(i)
any person or company approved by the self-regulatory organization as a partner, officer, director, branch manager, assistant branch manager or co-branch manager of the member, and

(ii)
any employee of the member not otherwise referred to in subparagraph (i).

24.
(1) No person or company shall carry on business as a stock exchange in the province unless recognized by the superintendent under this section.

(2)
The superintendent may, on the application of a person or company proposing to carry on business as a stock exchange in the province, recognize the person or company where the superintendent is satisfied that to do so would be in the public interest.

(3)
A recognition under this section shall be made in writing and shall be subject to terms and conditions as the superintendent may impose.

(4)
A recognized stock exchange shall regulate the operations and the standards of practice and business conduct of its members and their representatives in accordance with its by-laws, rules, regulations, policies, procedures, interpretations and practices.

(5)
The superintendent may, where it appears to be in the public interest, make a decision with respect to,

(a)
the manner in which a recognized stock exchange carries on business;

(b)
the trading of securities on or through the facilities of a recognized stock exchange;

(c)
a security listed or posted for trading on a recognized stock exchange;

(d)
issuers, whose securities are listed or posted for trading on a recognized stock exchange, to ensure that they comply with the securities law of the province; and

25.
(1) The superintendent may, on the application of a self-regulatory organization, recognize the self-regulatory organization where the superintendent is satisfied that to do so would be in the public interest.

(2)
A recognition under this section shall be made in writing and shall be subject to terms and conditions as the superintendent may impose.

(3)
A recognized self-regulatory organization shall regulate the operations and the standards of practice and business conduct of its members and their representatives in accordance with its by-laws, rules, regulations, policies, procedures, interpretations and practices.

(4)
The superintendent may, where he or she is satisfied that to do so would be in the public interest, make a decision with respect to a by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized self-regulatory organization.

25.1
(1) The superintendent may, on the application of a clearing agency, recognize the clearing agency where the superintendent is satisfied that to do so would be in the public interest.

(2)
A recognition under this section shall be made in writing and shall be subject to terms and conditions as the superintendent may impose.

(3)
The superintendent may, where he or she is satisfied that to do so would be in the public interest, make a decision with respect to a by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized clearing agency.

25.2
(1) The superintendent may, on the application of a quotation and trade reporting system, recognize the quotation and trade reporting system where the superintendent is satisfied that to do so is in the public interest.

(2)
A recognition under this section shall be made in writing and is subject to terms and conditions that the superintendent may impose.

(3)
The superintendent may, where he or she is satisfied that to do so is in the public interest, make a decision with respect to a by-law, rule, regulation, policy, procedure, interpretation or practice of a recognized quotation and trade reporting system.

25.3
(1) A recognized stock exchange, a recognized quotation and trade reporting system or a recognized self-regulatory organization may, with the prior approval of the superintendent and on the terms and conditions as the superintendent determines to be necessary or appropriate in the public interest, establish a council, committee or ancillary body and assign to it regulatory or self-regulatory powers or responsibilities or both.

(2)
A council, committee or ancillary body that exercises the powers or assumes the responsibilities of a recognized stock exchange, recognized quotation and trade reporting system or recognized self-regulatory organization is also included in,

(a)
the recognition of the recognized stock exchange, recognized quotation and trade reporting system or recognized self-regulatory organization;

(b)
a suspension, restriction or termination of the recognition of the recognized stock exchange, recognized quotation and trade reporting system or recognized self-regulatory organization; and

(c)
an imposition of terms or conditions on the recognition of the recognized stock exchange, recognized quotation and trade reporting system or recognized self-regulatory organization.

(3)
The provisions of the securities law of the province that apply to recognized stock exchanges, recognized quotation and trade reporting systems and recognized self-regulatory organizations also apply with necessary modifications to the council, committee or ancillary body.

25.4
On application by a recognized stock exchange, recognized self-regulatory organization, recognized quotation and trade reporting system or recognized clearing agency, the superintendent may accept on terms and conditions that the superintendent may impose, the voluntary surrender of the recognition of the stock exchange, self-regulatory organization, quotation and trade reporting system or clearing agency, where the superintendent is satisfied that the surrender of the recognition is not prejudicial to the public interest.

25.5
(1) The superintendent may, on the terms and conditions he or she may impose, assign to a recognized stock exchange or recognized self-regulatory organization the powers and duties of the superintendent under Part X or the regulations related to that Part.

(2)
The superintendent may revoke, in whole or in part, an assignment of powers and duties made under this section.

25.9
(1) Every recognized stock exchange and every recognized self-regulatory organization shall cause each of its members to appoint an auditor.

(2)
The auditor of a member shall be chosen from the panel of auditing firms selected under subsection (3).

(3)
Every recognized stock exchange and recognized self-regulatory organization shall select a panel of auditing firms for their members.

(4)
No person shall be appointed as an auditor under subsection (1) unless the person has practised as an auditor in the securities industry in Canada
for 5 years or more.

(5)
The auditor of a member shall make an examination, in accordance with generally accepted auditing standards, of the annual financial statements and regulatory filings of the member as called for by the by-laws, rules, regulations, policies, procedures, interpretations or practices applicable to the member, and shall report on the financial affairs of the member to the recognized stock exchange or recognized self-regulatory organization, as the case may be, in accordance with professional reporting standards.

25.10
(1) Every registrant that is not subject to section 25.9 shall appoint an auditor who satisfies the requirements as may be established by the superintendent.

(2)
The auditor of a registrant that is not subject to section 25.9 shall make an examination of the annual financial statements and other regulatory filings of the registrant, in accordance with generally accepted auditing standards, and shall prepare a report on the financial affairs of the registrant in accordance with professional reporting standards.

(3)
The registrant shall file the report with the superintendent together with its annual financial statements and other regulatory filings.

(4)
A registrant that is not subject to section 25.9 shall deliver to the superintendent annual audited financial statements, prepared in accordance with generally accepted accounting principles, and other regulatory filings as prescribed by the regulations, within 90 days after the end of its financial year or as otherwise prescribed by the regulations.

(5)
The annual financial statements and regulatory filings delivered to the superintendent shall be certified by the registrant or an officer or partner of the registrant.

(6)
The registrant shall deliver to the superintendent other information that the superintendent may require in the form that he or she may prescribe.

26.2
(1) A registrant shall deal fairly, honestly and in good faith with his, her or the company's clients.

(2)
A registrant who manages the investment of a portfolio of a client through discretionary authority granted by the client shall act fairly, honestly and in good faith toward the client and in the client's best interest.

(3)
An investment fund manager shall

(a)
exercise the powers and discharge the duties of his, her or its office honestly, in good faith and in the best interests of the investment fund; and

(b)
exercise the degree of care, diligence and skill that a reasonably prudent person or company would exercise in the circumstances.

(a)
an applicant is not suitable for registration, reinstatement of registration or amendment of registration; or

(b)
the proposed registration, reinstatement of registration or amendment of registration is objectionable;

the superintendent shall grant the registration, reinstatement of registration or the amendment of registration for which the applicant has applied.

(2)
Notwithstanding subsection (1), the superintendent may, at any time, impose terms, conditions, restrictions or requirements on a registration.

(3)
Notwithstanding subsections (1) and (2), the superintendent shall not impose terms, conditions, restrictions or requirements on a registration, or refuse to grant, reinstate or amend a registration without giving the registrant or applicant an opportunity to be heard.

28.
(1) If a registrant applies to surrender his, her or its registration, the superintendent shall accept the surrender unless the superintendent considers it prejudicial to the public interest to do so.

(2)
On receiving an application under subsection (1), the superintendent may, without providing an opportunity to be heard, suspend the registration or impose terms, conditions, restrictions or requirements on the registration.

29.
(1) Unless otherwise provided under this Act, a document required to be sent, communicated, delivered or served under securities laws of the province may be

(a)
personally delivered to the person or company that is to receive it;

(b)
sent by prepaid post to the person or company that is to receive it; or

(c)
sent by electronic means that produces a printed copy to the person or company that is to receive it.

(2)
A document sent to a person or company referred to in subsection (1)(b) or (c) shall be sent to that person or company

(a)
at the latest address known for that person or company by the sender of the document; or

(b)
at the address for service in the province filed by that person or company with the superintendent.

(3)
A document referred to in subsection (1) that is sent by the superintendent by prepaid post shall be considered, unless the contrary is proved, to be served on the person to whom or the company to which it is sent on the 7th day from the day that the document is sent to that person or company.

(4)
If a document referred to in subsection (1) is sent to a person or company by prepaid post and is returned on 2 successive occasions because the person or company cannot be found, then there is no further requirement to send further documents to that person or company until the person or company provides to the sender notification in writing of the persons or companys new address.

32.
The superintendent may require further information or material to be submitted by an applicant or a registrant within a specified time and may require verification by affidavit or otherwise of information or material then or previously submitted or may require the applicant or the registrant or a partner, officer, director, governor or trustee of, or a person performing a similar function for, or an employee of, the applicant or of the registrant to submit to examination under oath or affirmation by a person designated by the superintendent.

34.
(1) Subject to the regulations, a registered dealer shall, within 5 business days of the event, notify the superintendent in the form required for the purpose

(a)
a change in address for service in the province or a business address;

(b)
a change in the directors or officers of the registered dealer and in the case of resignation, dismissal, severance or termination of employment or office, the reason for it;

(c)
a change in the holders of the voting securities of the registered dealer;

(d)
the commencement and termination of employment of a registered individual and, in the case of termination of employment, the reason for the termination;

(e)
the opening or closing of a branch office in the province and, in the case of the opening of a branch office in the province, the name and address of the person in charge; and

(f)
a change in the name or address of the person in charge of a branch office in the province.

(2)
Subject to the regulations, a registered adviser or underwriter shall, within 5 business days of the event, notify the superintendent in the form required for the purpose

(a)
a change in address for service in the province or a business address;

(b)
a change in the directors or officers of the registered adviser or underwriter and in the case of resignation, dismissal, severance or termination of employment or office, the reason for it; and

(c)
a change in the holders of the voting securities of the registered adviser or underwriter.

(2.1)
Subject to the regulations, a registered advisor shall, within 5 business days of the event, notify the superintendent in the form required for the purpose of the commencement and termination of employment of a registered individual, and in the case of termination of employment, the reason for termination.

(3)
A registered individual shall, within 5 business days of the event, notify the superintendent in the form required for the purpose

(a)
a change in his or her address for service in the province or in his or her business address; and

(b)
the commencement and termination of his or her employment by a registered dealer.

(4)
The superintendent may, upon an application of a registrant that is a reporting issuer, exempt, subject to the terms and conditions that he or she may impose, the registrant from the requirement of subsections (1) and (2) that the superintendent be notified of a change in the holders of voting securities of the registrant where in the superintendent' opinion it would not be prejudicial to the public interest to do so.

(a)
a bank to which the Bank Act
(Canada) applies or the Federal Business Development Bank incorporated under the Federal Business Development Bank Act
(Canada), or a trust company which meets the requirements of section 3 of the Trust and Loan Corporations Act,
or an insurance company licensed under the Insurance Companies Act
;

(b)
a lawyer, accountant, engineer or teacher;

(c)
a registered dealer, or a partner, officer or employee of a registered dealer; and

(d)
a publisher of or a writer for a genuine newspaper, news magazine or business or financial publication of general and regular paid circulation distributed only to subscribers to it for value or to purchasers of it who gives advice as an adviser only through that publication and has no interest either directly or indirectly in the securities upon which the advice is given and receives no commission or other consideration for giving the advice,

where the performance of the service as an adviser is solely incidental to their principal business or occupation; or

(e)
the other persons or companies that are designated by the regulations.

36.
(1) Subject to the regulations, registration is not required in respect of the following trades:

(a)
a trade by an executor, administrator, guardian or committee or by an authorized trustee or assignee, an interim or official receiver or a custodian under the Bankruptcy Act
(Canada) or by a receiver under the Judicature Act
, or by a liquidator under the Corporations Act
or the Winding-up Act
(Canada), or at a judicial sale;

(b)
an isolated trade by or on behalf of an issuer in a specific security of its own issue, for the issuer's account, or by or on behalf of an owner in a specific security, for the owner's account, where the trade is not made in the course of continued and successive transactions of a similar nature, and is not made by a person or company whose usual business is trading in securities;

(c)
a trade where the party purchasing as principal, but not as underwriter, is

(i)
a bank to which the Bank Act
(Canada
) applies, or the Federal Business Development Bank incorporated under the Federal Business Development Bank Act
(Canada
),

(ii)
a loan company or trust company which meets the requirements of section 3 of the Trust and Loan Corporations Act
,

(iii)
an insurance company licensed under the Insurance Companies Act
,

(iv)
the Crown in right of Canada
or a province or territory
of Canada
, or

(v)
a municipal corporation or public board or commission in Canada
;

(d)
a trade where the party purchasing as principal is a company or person, other than an individual, and is recognized by the superintendent as an exempt purchaser;

(e)
a trade where the purchaser purchases as principal, where the trade is in a security which has a total acquisition cost to that purchaser of not less than an amount that may be prescribed by the rules;

(f)
a trade from the holdings of a person, company or combination of persons or companies described in subparagraph 2(1)(l)(iii) for the purpose of giving collateral for a genuine debt;

(g)
a trade by or for the account of a pledgee, mortgagee or other encumbrancer for the purpose of liquidating a genuine debt by selling or offering for sale a security pledged, mortgaged or otherwise encumbered in good faith as collateral for the debt;

(h)
a trade in a security that may occasionally be transacted by employees of a registered dealer where the employees do not usually sell securities and have been designated by the superintendent as non-trading employees, either individually or as a class;

(i)
a trade between a person or company and an underwriter acting as a purchaser or between or among underwriters;

(j)
a trade in a security by a person or company acting solely through an agent who is a registered dealer;

(k)
the execution of an unsolicited order to purchase or sell through a registered dealer by a bank to which the Bank Act
(Canada) applies or a trust company licensed under the Trust and Loan Companies Licensing Act
, as an agent for a person or company and the trade by that person or company in placing the unsolicited order with the bank or trust company;

(l)
a trade by an issuer

(i)
in a security of its own issue that is distributed by it to holders of its securities as a stock dividend or other distribution out of earnings or surplus,

(ii)
in a security whether of its own issue or not that is distributed by it to holders of its securities as incidental to a good faith reorganization or winding up of the issuer or distribution of its assets for the purpose of winding up its affairs under the laws of the jurisdiction in which the issuer was incorporated, organized or continued, or

(iii)
in securities of its own issue transferred or issued through the exercise of a right to purchase, convert or exchange previously granted by the issuer,

provided that no commission or other remuneration is paid or given to others in respect of the distribution except for ministerial or professional services or for services performed by a registered dealer;

(m)
a trade by an issuer in a security of a reporting issuer held by it that is distributed by it to holders of its securities as a dividend in the same or similar form;

(n)
a trade by an issuer

(i)
in a right, transferable or otherwise granted by the issuer to holders of its securities to purchase additional securities of its own issue and the issue of securities under the exercise of the right, or

(ii)
in securities of a reporting issuer held by it transferred or issued through the exercise of a right to purchase, convert or exchange previously granted by the issuer,

where the issuer has given the superintendent written notice stating the date, amount, nature and conditions of the proposed trade, including the approximate net proceeds to be derived by the issuer on the basis of those additional securities being fully taken up and paid for, and either

(iii)
the superintendent has not informed the issuer in writing within 10 days of the giving of the notice that he or she objects to the proposed trade, or

(iv)
the issuer has delivered to the superintendent information relating to the securities that is satisfactory to and accepted by the superintendent;

(o)
a trade in a security of a company that is exchanged by or for the account of the company with another company or the holders of the securities of that other company in connection with

(i)
a statutory amalgamation or arrangement, or

(ii)
a statutory procedure under which 1 company takes title to the assets of the other company which in turn loses its existence by operation of law, or under which the existing companies merge into a new company;

(p)
a trade in a security of an issuer that is exchanged by or for the account of the issuer with the security holders of another issuer in connection with a take-over bid as defined in Part XIX;

(q)
a trade in a security to a person or company under a take-over bid or issuer bid made by that person or company;

(r)
a trade by an issuer in a security of its own issue as consideration for a portion or all of the assets of a person or company, where the fair value of the assets so purchased is not less than an amount that may be prescribed by the rules;

(s)
a trade by an issuer in the securities of its own issue with its employees or directors or the employees or directors of an affiliate who are not induced to purchase by expectation of employment or continued employment;

(t)
a trade by an issuer in securities of its own issue where the trade is reasonably necessary to facilitate the incorporation or organization of the issuer and the securities are traded for a nominal consideration to not more than 5 incorporators or organizers unless the statute under which the issuer is incorporated or organized requires the trade to be for a greater consideration or to a larger number of incorporators or organizers, in which case the securities may be traded for that greater consideration or to that larger number of incorporators or organizers;

(u)
a trade made by an issuer with a view to the sale of securities of its own issue where solicitations are made to not more than 50 prospective purchasers resulting in sales to not more than 25 purchasers and

(i)
each purchaser purchases as principal and all of the purchases are completed within a period of 6 months of the 1st purchase, except that subsequent sales to the same purchasers may be carried out where made in compliance with written agreements entered into during that 6 month period,

(ii)
each purchaser has access to substantially the same information concerning the issuer that a prospectus filed under this Act would provide and is

(A)
an investor who, by virtue of his or her net worth and investment experience or by virtue of consultation with or advice from a person or company who is not a promoter of the issuer whose securities are being offered and who is a registered adviser or a registered dealer, is able to evaluate the prospective investment on the basis of information respecting the investment presented to him or her by the issuer,

(B)
a senior officer or director of the issuer,

(C)
a parent, brother, sister or child of a person mentioned in clause (B), or

(D)
a person to whom a person mentioned in clause (B) is married or with whom the person is living in a conjugal relationship outside marriage,

(iii)
the offer and sale of the securities are not accompanied by an advertisement and no selling or promotional expenses have been paid or incurred in connection with the offer, except for professional services or for services performed by a registered dealer, and

(iv)
no promoter of the issuer, other than a registered dealer, has acted as a promoter of another issuer that has traded in securities of its own issue under the exemption in this paragraph within the previous 12 months,

but an issuer that relies upon this exemption may do so only once in a 12 month period and in that 12 month period the amount paid for the securities of the issuer by all the purchasers under this exemption shall not exceed in total the amount of $1,000,000;

(v)
a trade in a commodity futures option or a commodity futures contract by a hedger through a dealer;

(w)
a trade in respect of which the regulations provide that registration is not required;

(x)
of the kind referred to in subsection 54(3);

(y)
by a liquidator under the Canada Business Corporations Act
or by a sheriff under the Judicature Act
;

(z)
made through the facilities of a stock exchange recognized by the superintendent for the purpose of this section, where

(i)
the trade is effected in whole or part by means of telephone or other telecommunications equipment linking the facilities of that stock exchange with the facilities of another stock exchange recognized by the superintendent for the purpose of this section,

(ii)
the trade is made in a security of a class or type designated by the superintendent as exempt for the purpose of this section, and

(iii)
each of the parties to the trade is registered as a dealer, or in a similar capacity, under the securities legislation of a province or territory
of Canada
;

(aa)
by a trust company licensed under the Trust and Loan Companies Licensing Act,
where the trade is made through its offices in the securities of a mutual fund promoted, managed and administered by that trust company provided no sales or other acquisition charges are levied;

(bb)
by a person or company with a registered dealer acting as principal;

(cc)
in a bond or debenture by way of an unsolicited order given to a bank to which the Bank Act
(Canada) applies or to a trust company licensed under the Trust and Loan Companies Licensing Act,
provided that the bank or trust company is acting as principal and the bond or debenture is acquired by the bank or trust company for purposes of the trade from, or sold by the bank or trust company following the trade to, a registered dealer; or

(dd)
made by an offeree, who is a person or company to whom a take-over bid or an issuer bid is made and whose latest address as shown on the books of the offeree company is in the province, in securities that are being disposed of to a person or company making a cash or share exchange takeover bid.

(2)
Subject to the regulations, registration is not required to trade in the following securities:

(a)
bonds, debentures or other evidences of indebtedness

(i)
of or guaranteed by the Government of Canada or a province or territory of Canada or by the Government of the United Kingdom or another foreign country or a political division of a foreign country,

(ii)
of a municipal corporation in Canada, including debentures issued for public, separate, secondary or vocational school purposes or guaranteed by a municipal corporation in Canada, or secured by or payable out of rates or taxes levied under the law of a province or territory of Canada on property in that province or territory and collectable by or through the municipality in which that property is situated,

(iii)
of or guaranteed by a bank to which the Bank Act
(Canada) applies, a trust company or loan company licensed under the Trust and Loan Companies Licensing Act,
or an insurance company licensed under the Insurance Companies Act
,

(iv)
of or guaranteed by the International Bank for Reconstruction and Development established by the Agreement for an International Bank for Reconstruction and Development approved by the Bretton Woods Agreement Act
(Canada), where the bonds, debentures, or evidences of indebtedness are payable in the currency of Canada or the United States of America, or

(v)
of or guaranteed by the Asian Development Bank or the Inter-American Development Bank, where the bonds, debentures or evidences of indebtedness are payable in the currency of Canada or the United States of America and where, with respect to the securities, the documents, certificates, reports, releases, statements, agreements or other information that may be required by the superintendent are filed;

(b)
certificates or receipts issued by a trust company licensed under the Trust and Loan Companies Licensing Act,
for money received for guaranteed investment;

(c)
securities issued by a private mutual fund;

(d)
negotiable promissory notes or commercial paper maturing not more than 1 year from the date of issue, provided that each note or commercial paper traded to an individual has a denomination or principal amount of not less than $50,000;

(e)
mortgages or other encumbrances upon real or personal property, other than mortgages or other encumbrances contained in or secured by a bond, debenture or similar obligation or in a trust deed or other instrument to secure bonds or debentures or similar obligations where the mortgages or other encumbrances are offered for sale by a person or company registered or exempted from registration under the Mortgage Brokers Act
;

(f)
securities evidencing indebtedness due under a conditional sales contract or other title retention contract providing for the acquisition of personal property where the securities are not offered for sale to an individual;

(g)
securities issued by an issuer organized exclusively for educational, benevolent, fraternal, sororal, charitable, religious or recreational purposes and not for profit, where no part of the net earnings of the issuer enure to the benefit of a security holder and no commission or other remuneration is paid in connection with the sale of them;

(h)
securities issued by cooperative societies to which the Co-operative Societies Act
applies;

(i)
shares of a credit union to which the Co-operative Societies Act
applies;

(j)
securities of a private company where they are not offered for sale to the public;

(k)
securities issued and sold by a prospector for the purpose of financing a prospecting expedition;

(l)
securities issued by a prospecting syndicate that has filed a prospecting syndicate agreement under Part XIII for which the superintendent has issued a receipt, where the securities are sold by the prospector or 1 of the prospectors who staked claims that belong to or are the subject of a declaration of trust in favour of the prospecting syndicate, and the prospector delivers a copy of the prospecting syndicate agreement to the person or company purchasing the security before accepting payment for the securities;

(m)
securities issued by a prospecting syndicate that has filed a prospecting syndicate agreement under Part XIII for which the superintendent has issued a receipt, where the securities are not offered for sale to the public and are sold to not more than 50 persons or companies;

(n)
securities issued by a mining company or a mining exploration company as consideration for mining claims where the vendor enters into the escrow or pooling agreement that the superintendent considers necessary; and

(o)
securities in respect of which the regulations provide that registration is not required.

(3)
The exemption contained in subparagraph (2)(a)(iii), and the corresponding exemption in paragraph 74(1)(a) do not apply to bonds, debentures or other evidences of indebtedness that are subordinate in right of payment to deposits held by the issuer or guarantor of the bonds, debentures or other evidences of indebtedness.

(4)
The exemptions contained in paragraph (2)(c) and paragraph 74(1)(a) for securities of a private mutual fund as defined in subparagraph 2(1)(ii)(ii) do not apply to securities of a mutual fund administered by a trust company where there is a promoter or manager of the mutual fund other than the trust company.

(5)
After March 31, 1991
, the exemption contained in paragraph (2)(c) and the corresponding exemption referred to in paragraph 74(1)(a) are unavailable where the trade is in securities issued by a private mutual fund, as defined in clause 2(1)(ii)(ii)(A) or (B).

(6)
An exemption from the registration or prospectus requirements set out in this Act or the regulations that refers to a registered dealer is unavailable unless the dealer is registered to act as a dealer in respect of the trade described in the exempting provision.

(7)
The exemptions from registration contained in subsections (1) and (2) are unavailable to a market intermediary except in respect of

(c)
a trade in securities of a private mutual fund as defined in subparagraph 2(1)(ii)(i);

(d)
a trade referred to in paragraph 54(3)(c), or paragraphs (1)(y) or (z); or

(e)
a trade in securities with a registered dealer that is an affiliate of the market intermediary.

(8)
Subsection (7) does not apply so as to require registration by a lawyer or accountant where the performance of the service as a market intermediary is solely incidental to his or her principal business or occupation as a lawyer or accountant.

(9)
For the purpose of subsection (1), a trust company licensed under the Trust and Loan Companies Licensing Act
, is considered to be acting as principal when it trades as trustee or as agent for accounts fully managed by it.

37.
(1) Every registered dealer who has acted as principal or agent in connection with a trade in a security shall promptly send by prepaid mail or deliver to the customer a written confirmation of the transaction, setting out

(a)
the quantity and description of the security;

(b)
the consideration;

(c)
whether or not the registered dealer is acting as principal or agent;

(d)
where acting as agent in a trade, the name of the person or company from or to or through whom the security was bought or sold;

(e)
the date and the name of the stock exchange upon which the transaction took place;

(f)
the commission charged in respect of the trade; and

(g)
the name of the registered individual in the transaction.

(2)
Where a trade is made in a security of a mutual fund the confirmation shall contain, in addition to the requirements of subsection (1),

(a)
the price per share or unit at which the trade was effected; and

(b)
the amount deducted by way of sales, service and other charges.

(3)
Subject to the regulations, where a trade is made in a security of a mutual fund under a contractual plan, the confirmation shall contain in addition to the requirements of subsections (1) and (2),

(a)
in respect of an initial payment made under a contractual plan which requires the prepayment of sales, service and other charges, a statement of the initial payment and the portion of the sales, service and other charges that is allocated to subsequent investments in the mutual fund and the manner of allocation of that portion;

(b)
in respect of each subsequent payment made under a contractual plan which requires the prepayment of sales, service and other charges, a statement of the portion of the sales, service and other charges, that is allocated to the payment which is the subject of the confirmation;

(c)
in respect of an initial purchase made under a contractual plan which permits the deduction of sales, service and other charges from the 1st and subsequent instalments, a brief statement of the sales, service and other charges to be deducted from subsequent purchases; and

(d)
in respect of each purchase made under a contractual plan, a statement of the total number of shares or units of the mutual fund acquired and the amount of sales charges paid under the contractual plan up to the date the confirmation is sent or delivered.

(4)
For the purpose of paragraphs (1)(d) and (g), a person or company or a registered individual may be identified in a written confirmation by means of a code or symbols where the written confirmation also contains a statement that the name of the person, company or registered individual will be provided to the customer on request.

(5)
Where a person or company uses a code or symbols for identification in a confirmation under subsection (1), the person or company shall immediately file the code or symbols and their meaning, and shall notify the superintendent within 5 days of a change in or addition to the code or symbols or their meaning.

(6)
A dealer who has acted as agent in connection with a trade in a security shall promptly disclose to the superintendent, upon request by the superintendent, the name of the person or company from or to or through whom the security was bought or sold.

38.
(1) The superintendent may, by order, suspend, cancel, restrict or impose terms and conditions upon the right of a person or company or class of persons or companies named or described in the order to

(a)
call at a residence; or

(b)
telephone from within the province to a residence within or outside the province

for the purpose of trading in a security or in a class of securities.

(2)
The superintendent shall not make an order under subsection (1) without giving the person or company or class of persons or companies affected an opportunity to be heard.

(3)
In this section, "residence" includes a building or part of a building in which the occupant lives either permanently or temporarily and premises appurtenant to the building or part of the building.

(4)
For the purpose of this section, a person or company shall be considered conclusively to have called or telephoned where an officer or director of the person or company or a registered individual representing the person or company calls or telephones on his, her or the company's behalf.

39.
(1) A person or company shall not, with the intention of effecting a trade in a security, other than a security that carries an obligation of the issuer to redeem or purchase, or a right of the owner to require redemption or purchase, make a representation, written or oral, that he or she or the company

(a)
will resell or repurchase; or

(b)
will refund all of the purchase price of,

that security.

(2)
A person or company shall not, with the intention of effecting a trade in a security, give an undertaking, written or oral, relating to the future value or price of that security.

(3)
A person or company shall not, except with the written permission of the superintendent, with the intention of effecting a trade in a security, make a representation, written or oral, that

(a)
the security will be listed on a stock exchange or quoted on any quotation and trade reporting system; or

(b)
an application has been or will be made to list the security on a stock exchange or quote the security on a quotation and trade reporting system;

unless

(c)
an application has been made to list or quote the security being traded, and securities of the same issuer are currently listed on a stock exchange or quoted on a quotation and trade reporting system; or

(d)
the stock exchange or quotation and trade reporting system has granted approval to the listing or quoting of the security, conditional or otherwise, or has consented to, or indicated that it does not object to, the representation.

(3.1)
A person or company shall not with the intention of effecting a trade in a security make a representation that the person knows, or reasonably should know, is a misrepresentation.

(4)
This section does not apply to a representation referred to in subsection (1) made to a person or to a company where the representation is contained in an enforceable written agreement and the security has a total acquisition cost of more than $50,000.

42.1
(1) A registered dealer shall, within 30 days of receiving a customers request, provide

(a)
the names of officers, directors or the partners of the dealer as of the date of the request or any other date specified in the request;

(b)
the names of any person or company who or which has a direct or indirect interest of not less than 5% of the registered dealers capital; and

(c)
the most recently prepared annual financial statement of the dealers financial position as filed

(i)
with the self-regulatory organization of which the dealer is a member, or

(ii)
with the superintendent.

(2)
A registered dealer shall inform its customers on every statement of account or in another manner as the superintendent may approve that the information referred to in subsection (1) is available.

(3)
Where the superintendent determines that a registered dealer or class of registered dealers is

(a)
under the conditions of registration, or

(b)
in regulations imposed by a recognized self-regulating organization under section 25,

required to provide to customers information similar to the information required under subsections (1) and (2), the superintendent may by order exempt the registered dealer or class of registered dealers from the requirements of this section.

44.
A registrant shall not use the name of another registrant on letterheads, forms, advertisements or signs, as correspondent or otherwise, unless he or she is a partner, officer or agent of or is authorized to do so in writing by the other registrant.

45.
A person or company shall not hold himself, herself or the company out as being registered by having printed in a circular, pamphlet, advertisement, letter, telegram or other stationary that the person or company is registered.

46.
(1) A person or company shall not represent that a person or company is registered under this Act unless

(a)
the representation is true; and

(b)
in making the representation, the person or company specifies the person or companys category of registration under this Act.

(2)
A person or company shall not make a statement about something that a reasonable investor would consider important in deciding whether to enter into or maintain a trading or advising relationship with the person or company if the statement is untrue or omits information necessary to prevent the statement from being false or misleading in the circumstances in which it is made.

47.
A person or company shall not make a representation, written or oral, that the superintendent has in any way passed upon the financial standing, fitness or conduct of a registrant or upon the merits of a security or issuer.

48.
(1) Where a person, or a partner or employee of a partnership, or a director, officer or employee of a company, after he or she or the partnership or company has contracted as a registered dealer with a customer to buy and carry upon margin, securities of an issuer either in Canada or elsewhere, and while that contract continues, sells or causes to be sold securities of the same issuer for an account in which

(a)
he or she;

(b)
his or her firm or a partner; or

(c)
the company or a director of the company,

has a direct or indirect interest, where the effect of the sale would, otherwise than unintentionally, be to reduce the amount of the securities in the hands of the dealer or under his or her control in the ordinary course of business below the amount of the securities that the dealer should be carrying for all customers, that contract with the customer is, at the option of the customer, voidable and the customer may recover from the dealer all money paid with interest on that money or securities deposited in respect of that money.

(2)
A customer may exercise an option referred to in subsection (1) by a notice to that effect sent by prepaid mail addressed to the dealer at his or her address for service in the province.

(b)
a custodian or in the name of his or her nominee, where the issuer is a mutual fund that is a reporting issuer,

that are not beneficially owned by the registrant or the custodian shall not be voted by the registrant or custodian at a meeting of security holders of the issuer.

(2)
Immediately after receipt of a copy of a notice of a meeting of security holders of an issuer, the registrant or custodian shall, where the name and address of the beneficial owner of securities registered in the name of the registrant or custodian are known, send or deliver to each beneficial owner of the security so registered at the record date for notice of meeting a copy of a notice, financial statement, information circular or other material but the registrant or custodian is not required to send or deliver the material unless the issuer or the beneficial owner of the securities has agreed to pay the reasonable costs to be incurred by the registrant or custodian in so doing.

(3)
At the request of a registrant or custodian, the person or company sending material referred to in subsection (2) shall immediately provide to the registrant or custodian, at the expense of the sender, the necessary number of copies of the material.

(4)
Notwithstanding subsection (1), a registrant or custodian shall vote or give a proxy requiring a nominee to vote voting securities referred to in subsection (1) in accordance with written instructions received from the beneficial owner.

(5)
A registrant or custodian shall, where requested in writing by a beneficial owner, give to the beneficial owner or his or her nominee a proxy enabling the beneficial owner or his or her nominee to vote voting securities referred to in subsection (1).

(6)
For the purpose of this section, "custodian" means a custodian of securities issued by a mutual fund held for the benefit of plan holders under a custodial agreement or other arrangement.

52.
(1) Upon the filing of a prospecting syndicate agreement and the issuance of a receipt by the superintendent, the liability of the members of the syndicate or parties to the agreement is limited to the extent provided by the terms of the agreement where

(a)
the sole purpose of the syndicate is the financing of prospecting expeditions, preliminary mining development, or the acquisition of mining properties, or a combination of them;

(b)
the agreement clearly sets out

(i)
the purpose of the syndicate,

(ii)
the particulars of a transaction effected or in contemplation involving the issue of units for a consideration other than cash,

(iii)
the maximum amount, not exceeding 25% of the sale price, that may be charged or taken by a person or company as commission upon the sale of units in the syndicate,

(iv)
the maximum number of units in the syndicate, not exceeding 33 1/3% of the total number of units of the syndicate, that may be issued in consideration of the transfer to the syndicate of mining properties,

(v)
the location of the principal office of the syndicate and that the principal office shall at all times be maintained in the province and that the superintendent and the members of the syndicate shall be notified immediately of a change in the location of the principal office,

(vi)
that a person or company holding mining properties for the syndicate shall execute a declaration of trust in favour of the syndicate with respect to the mining properties,

(vii)
that after the sale for cash of issued units of the syndicate no mining properties shall be acquired by the syndicate other than by staking unless the acquisition is approved by members of the syndicate holding at least 2/3 of the issued units of the syndicate that have been sold for cash,

(viii)
that the administrative expenditures of the syndicate, including, in addition to other items, salaries, office expenses, advertising and commissions paid by the syndicate with respect to the sale of units, shall be limited to 1/3 of the total amount received by the treasury of the syndicate from the sale of its units,

(ix)
that a statement of the receipts and disbursements of the syndicate shall be provided to the superintendent and to each member annually,

(x)
that 90% of the vendor units of the syndicate shall be escrowed units and may be released upon the consent of the superintendent and that a release of the units shall not be in excess of 1 vendor unit for each unit of the syndicate sold for cash, and

(xi)
that no securities, other than those of the syndicate's own issue, and no mining properties owned by the syndicate or held in trust for the syndicate shall be disposed of unless the disposal is approved by members of the syndicate holding at least 2/3 of the issued units of the syndicate other than escrowed units; and

(c)
the agreement limits the capital of the syndicate to a sum not exceeding $250,000.

(2)
The superintendent may issue a receipt for a prospecting syndicate agreement filed under this section and is not required to determine whether it is in conformity with paragraphs (1)(a), (b) and (c).

(3)
A registered dealer shall not trade in a security issued by a prospecting syndicate either as agent for the prospecting syndicate or as principal.

(4)
The superintendent shall not refuse to issue a receipt under subsection (1) without giving the person or company who filed the prospecting syndicate agreement an opportunity to be heard.

54.
(1) A person or company shall not trade in a security on his or her own account or on behalf of another person or company

(a)
before April 1, 1991
, where the trade would be a distribution to the public of that security, unless a prospectus has been filed and a receipt obtained from the superintendent; or

(b)
after March 31, 1991
, where the trade would be a distribution of that security unless a preliminary prospectus and a prospectus have been filed and a receipt obtained from the superintendent.

(2)
A preliminary prospectus and a prospectus may be filed in accordance with this Part to enable the issuer to become a reporting issuer, notwithstanding the fact that no distribution is contemplated.

(3)
This section does not apply to a distribution of securities where

(a)
the trade is in a variable insurance contract by a company licensed under the Insurance Companies Act
where the variable insurance contract is

(i)
a contract of group insurance,

(ii)
a whole life insurance contract providing for the payment at maturity of an amount not less than 3/4 of the premiums paid up to age 75 for a benefit payable at maturity,

(iii)
an arrangement for the investment of policy dividends and policy proceeds in a separate and distinct fund to which contributions are made only from policy dividends and policy proceeds, or

(iv)
a variable life annuity;

(b)
the trade is made in a security of an issuer and

(i)
each of the parties to the trade is a person or company who is, as regards the issuer, a person or company referred to in subparagraph 2(1)(l)(iii), or

(ii)
consists of the purchase, redemption or acquisition by the issuer of a security of the issuer;

(c)
the trade is made by the issuer in securities of its own issue to a promoter of the issuer or is made by a promoter to another promoter of the issuer in the securities;

(d)
the securities involved in the trade were previously disposed of by the issuer under the exemptions in paragraph 73(1)(p) or paragraph (f) and each of the parties to the trade is 1 of the not more than 25 purchasers referred to in paragraph 73(1)(p) or each of the parties to the trade is 1 of the not more than 50 purchasers referred to in paragraph (f) and a vendor who relies upon this paragraph is in compliance with subsection 73(3);

(e)
the trade is made by an issuer of equity securities under a plan made available by that issuer to holders of a class of publicly traded securities of the issuer, which plan permits the holder to direct that dividends or interest paid in respect of securities of the issuer's own issue be applied to the purchase from the issuer of publicly traded equity securities of the issuer's own issue or other securities of the issuer which are redeemable at the option of the holder;

(f)
the trade is made by a promoter of an issuer or by an issuer in a government incentive security of the issuer's own issue, where solicitations are made to not more than 75 prospective purchasers resulting in sales to not more than 50 purchasers, where

(i)
each investor to whom securities are sold in reliance on this exemption has been supplied with an offering memorandum prospectus referred to in paragraph 2(1)(cc) and information identifying every officer and director of the issuer and every promoter of the issuer and giving the particulars of their professional qualifications and associations during the immediately preceding 5 years that are relevant to the undertaking being financed and indicating which of the directors will be devoting his or her full time to the affairs of the issuer,

(ii)
each investor has access to substantially the same information concerning the issuer that a prospectus filed under this Act would provide and is

(A)
an investor who, by virtue of his or her net worth and investment experience or by virtue of consultation with or advice from a person or company who is not a promoter of the issuer whose securities are being offered and who is a registered adviser or a registered dealer, is able to evaluate the prospective investment on the basis of information respecting the investment presented to him or her by the issuer, or

(B)
a senior officer or director of the issuer or of an affiliate of the issuer or a spouse, parent, brother, sister or child of the director or officer,

(iii)
the offer and sale of the securities are not accompanied by an advertisement and no selling or promotional expenses have been paid or incurred in connection with the offer and sale, except for professional services or for services performed by a registered dealer,

(iv)
each investor to whom securities are sold in reliance on this exemption is given a contractual right of action described in the offering memorandum prospectus referred to in paragraph 2(1)(h) and subsections 73(11), (22) and (23), and

(v)
the vendor who relies upon this paragraph complies with subsection 73(3); or

(g)
the trade is made by a financial intermediary, as defined in paragraph 2(1)(p) as principal or agent in shares or units of mutual funds where the shares or units are sold to a pension plan, deferred profit sharing plan, retirement savings plan or other similar capital accumulation plan maintained by the sponsor of that plan for its employees and the decision to purchase the shares or units is not made by or at the direction of that employee.

(4)
The exemption contained in paragraph (3)(g) does not apply to a trade with an employee referred to in that paragraph in a security, including an investment contract or an interest in a plan referred to in that paragraph, where the decision to purchase the security is made by or at the direction of the employee.

(5)
This section does not apply to the 1st trade in securities previously acquired under

(a)
the exemption contained in paragraph 73(1)(j) if

(i)
when the exemption was relied upon, a securities exchange takeover bid circular in respect of the securities was filed by the offeror under this Act, and

(ii)
the 1st trade is not a distribution as defined in subparagraph 2(1)(l)(iii); or

(b)
the exemption contained in paragraph 73(1)(o) where the purchaser is a promoter of the issuer.

(6)
The 1st trade in securities acquired under the exemption contained in paragraph (3)(c) is a distribution unless the 1st trade is made in accordance with subsection 73(7) as if subsection 73(7) were applicable.

(7)
The 1st trade in securities acquired under the exemption contained in paragraph (3)(d) is a distribution unless the 1st trade is made in accordance with subsection 73(4) as if subsection 73(4) were applicable.

(8)
The 1st trade in securities by a purchaser who acquired them under the exemption contained in paragraph (5)(b) of is a distribution unless the 1st trade is made in accordance with subsection 73(7) as if subsection 73(7) were applicable.

(9)
The 1st trade in securities acquired by a purchaser under the exemption contained in paragraph (3)(e) is a distribution unless the 1st trade is made in accordance with subsection 73(5) as if subsection 73(5) were applicable.

(10)
The 1st trade in securities acquired by a purchaser under the exemption contained in paragraph (3)(f) is a distribution unless the 1st trade is made in accordance with subsection 73(4) as if subsection 73(4) were applicable.

(11)
For purposes of paragraph (3)(a), "contract", "life insurance" and "policy" have the meaning ascribed to them under section 2 of the Insurance Companies Act
.

(12)
"Government incentive security" means a security designed to enable the holder to receive a grant or other monetary benefit, such as a right to a credit against taxes or a deduction in the determination of income for tax purposes, under provisions of a statute or a regulation of Canada or the province, or another province or territory of Canada designated by the superintendent for the purposes of paragraph (3)(f).

(13)
"Group insurance" means insurance, other than creditor's group insurance and family insurance, by which the lives of a number of persons are insured individually under a single contract between an insurer and an employer or other person for the purpose of paragraph (3)(a).

55.
(1) A preliminary prospectus shall substantially comply with the requirements of the securities law of the province respecting the form and content of a prospectus, except that the report of the auditor or accountant required by the regulations need not be included.

(2)
A preliminary prospectus may exclude information with respect to the price to the underwriter and offering price of securities and other matters dependent upon or relating to those prices.

57.
(1) A prospectus shall provide full, true and plain disclosure of all material facts relating to the securities issued or proposed to be distributed and shall comply with the requirements of the securities law of the province.

(2)
The prospectus shall contain or be accompanied by the financial statements, reports or other documents that are required by the securities law of the province.

62.
(1) The superintendent shall issue a receipt for a prospectus filed under this Part unless he or she considers that it is not in the public interest to do so.

(2)
Notwithstanding subsection (1), the superintendent shall not issue a receipt for a prospectus filed under this Part if he or she considers that

(a)
the prospectus or a document required to be filed with it

(i)
does not comply in a substantial respect with the requirements of this Part or the rules,

(ii)
contains a statement, promise, estimate or forward-looking information that is misleading, false or deceptive, or

(iii)
contains a misrepresentation;

(b)
an unconscionable consideration has been paid or given for services or promotional purposes or for the acquisition of property;

(c)
the aggregate of

(i)
the proceeds from the sale of the securities under the prospectus that are to be paid into the treasury of the issuer, and

(ii)
the other resources of the issuer

is insufficient to accomplish the purpose of the issue stated in the prospectus;

(d)
the issuer cannot reasonably be expected to be financially responsible in the conduct of its business because of the financial condition of

(i)
the issuer,

(ii)
an issuers officer, director, promoter or control person, or

(iii)
the investment fund manager of the issuer of the investment fund managers officer, director or control person;

(e)
the business of the issuer may not be conducted with integrity and in the best interests of the security holders of the issuer because of the past conduct of

(i)
the issuer,

(ii)
an issuers officer, director, promoter or control person, or

(iii)
the investment fund manager of the issuer of the investment fund managers officer, director or control person;

(f)
a person or company that has prepared or certified a part of the prospectus, or that is named as having prepared or certified a report or valuation used in connection with the prospectus, is not acceptable;

(g)
an escrow or pooling agreement in the form that the superintendent considers necessary or advisable with respect to the securities has not been entered into; or

(h)
adequate arrangements have not been made for the holding in trust of the proceeds payable to the issuer from the sale of securities pending the distribution of the securities.

(3)
A person or company filing a prospectus shall not be refused a receipt for that prospectus without being given an opportunity to be heard.

64.
(1) A person or company may, where permitted by the regulations, file a short form of preliminary prospectus and a short form of prospectus in the prescribed form under section 54, or a short form of prospectus as a matter of form and a short form of prospectus in the prescribed form under section 63, and the prospectus that complies with the regulations applicable to it is, for the purpose of section 57, considered to provide sufficient disclosure of all material facts relating to the securities issued or proposed to be distributed under the prospectus.

(2)
A short form prospectus may contain 1 or more forms of certificate to be signed as alternatives to the forms of certificate set out in subsections 59(1) and (2) and subsection 60(1) and, where a certificate in a short form prospectus is used in accordance with the regulations, it is not necessary to use the alternative certificate required by subsections 59(1) and (2) and subsection 60(1).

(3)
A person or company may, where permitted by the regulations, file a summary statement as a separate document in the prescribed form together with a prospectus filed under section 54 or 63.

(4)
Notwithstanding subsection 62(1), where a summary statement is filed with a prospectus, the superintendent shall not issue a receipt for the prospectus where it appears to him or her that the summary statement does not comply with the regulations applicable to it.

(5)
A summary statement filed with a prospectus for which a receipt has been issued may be sent or delivered by a dealer to a purchaser of securities instead of a prospectus as required in section 72, and where a dealer elects, the provisions of sections 72 and 133 with respect to a prospectus apply with the necessary changes to a summary statement.

(6)
A summary statement sent or delivered to a purchaser shall contain a statement informing the purchaser that a copy of the prospectus which was filed with the summary statement will be provided to the purchaser on request, and each person or company that signs the certificate contained in the prospectus shall ensure compliance with the request.

(7)
Where, during the distribution or distribution to the public of a security under a prospectus, an order is made to stop trading in the security, or the receipt issued by the superintendent for the prospectus is revoked or the prospectus lapses or the use of a prospectus is otherwise prohibited by this Act, the regulations or by a decision of the superintendent or an order of a court, a summary statement filed with the prospectus shall stop having effect for the purposes of section 72 unless the superintendent otherwise orders.

(8)
Nothing in this section shall be construed to provide relief from liability arising under section 130 where a misrepresentation is contained in a prescribed short form prospectus and, for the purpose of section 130, where a misrepresentation is contained in a summary statement filed with a prospectus, the misrepresentation is considered to be contained in the prospectus.

65.
(1) Where a person or company proposing to make a distribution of previously issued securities of an issuer is unable to obtain from the issuer of the securities information or material that is necessary for the purpose of complying with this Part or the regulations, the superintendent may order the issuer of the securities to provide to the person or company that proposes to make the distribution the information and material that the superintendent considers necessary for the purposes of the distribution, upon the terms and subject to the conditions that he or she considers appropriate, and the information and material may be used by the person or company to whom it is provided for the purpose of complying with this Part and the regulations.

(2)
Where a person or company proposing to make a distribution of previously issued securities of an issuer is unable to obtain signatures to the certificates required by this Act or the regulations, or otherwise to comply with this Part or the regulations, the superintendent may, upon being satisfied that all reasonable efforts have been made to comply with this Part and the regulations and that a person or company is not likely to be prejudicially affected by the failure to comply, make an order waiving the provisions of this Part or the regulations that he or she considers advisable, upon the terms and subject to the conditions that he or she considers appropriate.

66.
(1) In this section, "waiting period" means the interval between the issuance by the superintendent of a receipt for a preliminary prospectus relating to the offering of a security and the issuance by him or her of a receipt for the prospectus.

(2)
Notwithstanding section 54, but subject to Part XII, it is permissible during the waiting period

(a)
to distribute a notice, circular, advertisement or letter to or otherwise communicate with a person or company identifying the security proposed to be issued, stating the price of the security, if then determined, the name and address of a person or company from whom purchases of the security may be made and containing the further information that may be permitted or required by the regulations, if every notice, circular, advertisement, letter or other communication states the name and address of a person or company from whom a preliminary prospectus may be obtained;

(b)
to distribute a preliminary prospectus; and

(c)
to solicit expressions of interest from a prospective purchaser where, before the solicitation or immediately after the prospective purchaser indicates an interest in purchasing the security, a copy of the preliminary prospectus is forwarded to him or her.

69.
Where it appears to the superintendent that a preliminary prospectus is defective in that it does not substantially comply with the requirements of the securities law of the province as to form and content, he or she may, without giving notice, order that the trading permitted by subsection 66(2) in the security to which the preliminary prospectus relates shall stop until a revised preliminary prospectus satisfactory to the superintendent is filed and forwarded to each recipient of the defective preliminary prospectus according to the record maintained in accordance with rules made under section 144.1.

70.
From the date of the issuance by the superintendent of a receipt for a prospectus relating to a security, a person or company trading in the security in a distribution, either on his or her own account or on behalf of another person or company, may distribute the prospectus, a document filed with or referred to in the prospectus and a notice, circular, advertisement or letter of the nature described in paragraph 66(2)(a) or other printed or written material respecting the security which has been approved by the superintendent.

71.
(1) Where it appears to the superintendent, after the filing of a prospectus under this Part and the issuance of a receipt for it, that the circumstances set out in subsection 62(2) exist, the superintendent may order that the distribution of the securities under the prospectus shall stop.

(2)
An order shall not be made under subsection (1) without giving the person or company directly affected notice and an opportunity to be heard, unless the superintendent decides that the delay necessary to provide notice and an opportunity to be heard would be prejudicial to the public interest in which event a temporary order may be made which shall expire 15 days from the date of the making of the order unless extended by the superintendent to allow the person or company directly affected an opportunity to be heard.

(3)
A notice of every order made under this section shall be served upon the issuer to whose securities the prospectus relates, and immediately upon the receipt of the notice,

(a)
distribution of the securities under prospectus by the person or company named in the order shall stop; and

(b)
a receipt issued by the superintendent for the prospectus is revoked.

75.
(1) The superintendent may, upon the application of an interested person or company or upon the superintendent's own motion, order that a trade, intended trade, security, person or company is not subject to section 26 or 54 where he or she is satisfied that to do so would not be prejudicial to the public interest.

(2)
Where doubt exists whether a distribution of a security has been concluded or is currently in progress, the superintendent may determine the question and make an order accordingly.

(3)
A decision of the superintendent under this section is final and there is no appeal from the decision.

(4)
An order made under subsection (1) may, at the discretion of the superintendent, come into force on a date prior to the date on which the order is made.

75.2
(1) The superintendent may order that a trade or intended trade or class of trades or intended trades be considered a distribution, where the superintendent is of the opinion that the order would be in the public interest.

(2)
An order made under this section may be made by the superintendent on his or her own motion or on an application of a person or company directly affected by the trade in respect of which the application is being made.

(3)
An order made under subsection (1) may, at the discretion of the superintendent, come into force on a date prior to the date on which the order is made.

(4)
A decision of the superintendent under this section is final and there is no appeal from the decision.

77.
(1) A person or company in a special relationship with a reporting issuer shall not purchase or sell securities of the reporting issuer with the knowledge of a material fact or material change with respect to the reporting issuer that has not been generally disclosed.

(2)
A reporting issuer and a person or company in a special relationship with a reporting issuer shall not inform, other than in the necessary course of business, another person or company of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed.

(3)
A person or company that proposes

(a)
to make a take-over bid, as defined in Part XIX, for the securities of a reporting issuer;

(b)
to become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with a reporting issuer; or

(c)
to acquire a substantial portion of the property of a reporting issuer,

shall not inform another person or company of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed except where the information is given in the necessary course of business to effect the take-over bid, business combination or acquisition.

(4)
A person or company shall not be found to have contravened subsection (1), (2) or (3) where the person or company proves that the person or company reasonably believed that the material fact or material change had been generally disclosed.

(5)
For the purpose of this section, "person or company in a special relationship with a reporting issuer" means

(a)
a person or company that is an insider, affiliate or associate of

(i)
the reporting issuer,

(ii)
a person or company that is proposing to make a take-over bid, as defined in Part XIX, for the securities of the reporting issuer, or

(iii)
a person or company that is proposing to become a party to a reorganization, amalgamation, merger or arrangement or similar business combination with the reporting issuer or to acquire a substantial portion of its property;

(b)
a person or company that is engaging in or proposes to engage in a business or professional activity with or on behalf of the reporting issuer or with or on behalf of a person or company described in subparagraph (a)(ii) or (iii);

(c)
a person who is a director, officer or employee of the reporting issuer or of a person or company described in subparagraph (a)(ii) or (iii) or in paragraph (b);

(d)
a person or company that learned of the material fact or material change with respect to the reporting issuer while the person or company was a person or company described in paragraph (a), (b) or (c); or

(e)
a person or company that learns of a material fact or material change with respect to the issuer from another person or company described in this subsection, including a person or company described in this paragraph, and knows or ought reasonably to have known that the other person or company is a person or company in that relationship.

(6)
For the purpose of subsection (1), a security of the reporting issuer is considered to include

(a)
a put, call option or other right or obligation to purchase or sell securities of the reporting issuer; or

(b)
a security, the market price of which varies materially with the market price of the securities of the issuer.

81.Upon the application of a reporting issuer or upon the motion of the superintendent, the superintendent may, where in the opinion of the superintendent to do so would not be prejudicial to the public interest, make an order on those terms and conditions that the superintendent may impose exempting, in whole or in part, a reporting issuer or class of reporting issuers from a requirement of this Part or the rules relating to a requirement of this Part

(a)
where the requirement conflicts with a requirement of the laws of the jurisdiction under which the reporting issuer or class of reporting issuers is incorporated, organized or continued;

(b)
where the reporting issuer or class of reporting issuers ordinarily distributes financial information to holders of its or their securities in a form, or at times, different from those required by this Part; or

(c)
where otherwise satisfied in the circumstances of the particular case that there is adequate justification for so doing.

82.
(1) Where the management of a reporting issuer is required to send an information circular under paragraph 87(1)(a), the reporting issuer shall immediately file a copy of the information circular certified in accordance with the regulations.

(2)
Where subsection (1) is not applicable, the reporting issuer shall file annually within 140 days from the end of its last financial year a report prepared and certified in accordance with the regulations.

83.
Where the laws of the jurisdiction in which the reporting issuer was incorporated, organized or continued require the reporting issuer to file substantially the same information in that jurisdiction that is required by this Part, the reporting issuer may comply with the filing requirements of this Part by filing copies of the press release, timely disclosure report, information circular or financial statements and auditor's report required by that jurisdiction, provided the releases, reports, circulars or statements are manually signed or certified in accordance with the regulations.

84.
Upon the application of a reporting issuer that has fewer than 15 security holders whose latest address as shown on the books of the reporting issuer is in the province, the superintendent may order, subject to the terms and conditions that he or she may impose, that the reporting issuer is no longer a reporting issuer where the superintendent is satisfied that to do so would not be prejudicial to the public interest.

86.
Where the management of a reporting issuer gives or intends to give to holders of its voting securities notice of a meeting, the management shall, concurrently with or before giving the notice to the security holders whose latest address as shown on the books of the reporting issuer is in the province, send by prepaid mail to each security holder who is entitled to notice of meeting, at his or her latest address as shown on the books of the reporting issuer, a form of proxy for use at the meeting that complies with the regulations.

87.
(1) A person or company shall not solicit proxies from holders of its voting securities whose latest address as shown on the books of the reporting issuer is in the province unless,

(a)
in the case of a solicitation by or on behalf of the management of a reporting issuer, an information circular, either as an appendix to or as a separate document accompanying the notice of the meeting, is sent by prepaid mail to each security holder of the reporting issuer whose proxy is solicited at his or her latest address as shown on the books of the reporting issuer; or

(b)
in the case of another solicitation, the person or company making the solicitation, concurrently with or before it, delivers or sends an information circular to each security holder whose proxy is solicited.

(2)
Subsection (1) does not apply to

(a)
a solicitation, otherwise than by or on behalf of the management of a reporting issuer, where the total number of security holders whose proxies are solicited is not more than 15, 2 or more persons or companies who are the joint registered owners of 1 or more securities being counted as 1 security holder;

(b)
a solicitation by a person or company made under section 50; or

(c)
a solicitation by a person or company in respect of securities of which he, she or the company is the beneficial owner.

88.
The chairperson at a meeting has the right not to conduct a vote by way of ballot on a matter or group of matters in connection with which the form of proxy has provided a means by which the person or company whose proxy is solicited may specify how that person or company wishes the securities registered in his or her name to be voted unless

(a)
a poll is demanded by a security holder present at the meeting in person or represented there by proxy; or

(b)
proxies requiring that the securities represented by them be voted against what would otherwise be the decision of the meeting in relation to the matters or group of matters total more than 5% of all the voting rights attached to all the securities entitled to be voted and be represented at the meeting.

89.
(1) Notwithstanding subsection (2), where a reporting issuer is complying with the requirements of the laws of the jurisdiction under which it is incorporated, organized or continued and the requirements are substantially similar to the requirements of this Part, the requirements of this Part do not apply.

(2)
Upon the application of an interested person or company, the superintendent may

(a)
where a requirement of this Part conflicts with a requirement of the laws of the jurisdiction under which the reporting issuer is incorporated, organized or continued; or

(b)
where otherwise satisfied in the circumstances of the particular case that there is adequate justification for so doing,

make an order, on the terms and conditions that the superintendent may impose, exempting, in whole or in part, a person or company from the requirements of this Part and of section 82.

(i)
an issuer whose securities are the subject of a take-over bid, issuer bid or other offer to acquire,

(ii)
a security holder, director or officer of an issuer described in subparagraph (i),

(iii)
an offeror,

(iv)
the superintendent, and

(v)
a person or company not referred to in subparagraphs (i) to (iv) who, in the opinion of the superintendent or a judge of the Trial Division, is a proper person to make an application under section 93 or 94;

(b)
"issuer bid" means a direct or indirect offer to acquire or redeem a security or a direct or indirect acquisition or redemption of a security that is

(i)
made by the issuer of the security, and

(ii)
within a prescribed class of offers, acquisitions or redemptions; and

(c)
"take-over bid" means a direct or indirect offer to acquire a security that is

(i)
made directly or indirectly by a person or company other than the issuer of the security, and

93.
(1) An interested person may apply to the superintendent and, if the superintendent considers that a person has not complied or is not complying with this Part or the rules, he or she may make an order

(a)
restraining the distribution of a document, record or materials used or issued in connection with a take-over bid or issuer bid;

(b)
requiring an amendment to or variation of a document, record or material used or issued in connection with a take-over bid or issuer bid and requiring the distribution of amended, varied or corrected information;

(c)
directing a person or company to comply with this Part or the rules;

(d)
restraining a person or company from contravening this Part or the rules; or

(e)
directing the directors and officers of a person or company to cause the person or company to comply with or to cease contravening this Part or the rules.

(2)
On application by an interested person, the superintendent may order that a person or company is exempt from a requirement under this Part or the rules if the superintendent considers it would not be prejudicial to the public interest to do so.

94.
(1) An interested person may apply to the Trial Division and, if the Trial Division is satisfied that a person or company has not complied with this Part or the rules, the Trial Division may make an interim or final order as it sees fit, including an order

(a)
compensating an interested person who is a party to the application for damages suffered as a result of a contravention of this Part or the rules;

(b)
rescinding a transaction with an interested person, including the issue of a security or a purchase and sale of a security;

(c)
requiring a person or company to dispose of securities acquired under or in connection with a take-over bid or issuer bid;

(d)
prohibiting a person or company from exercising any or all of the voting rights attached to securities; and

(e)
requiring the trial of an issue.

(2)
If the superintendent is not the applicant under subsection (1), he or she

(a)
shall be given notice of the application, and

(b)
is entitled to appear at the hearing and make representations to the Trial Division.

108.
If a person or company acquires beneficial ownership, directly or indirectly of, or direct or indirect control or direction over, securities of a type or class prescribed by the rules of a reporting issuer representing a prescribed percentage of the outstanding securities of that type or class, the person or company and a person or company acting jointly or in concert with the person or company shall make and file disclosure in accordance with the rules and comply with prohibitions in the rules on transactions in securities of the reporting issuer.

(a)
"investment" means a purchase of a security of a class of securities of an issuer including bonds, debentures, notes, or other evidences of indebtedness, and a loan to persons or companies but does not include an advance or loan, whether secured or unsecured, that is made by a mutual fund, its management company or its distribution company that is merely ancillary to the main business of the mutual fund, its management company or its distribution company;

(b)
a person or company or a group of persons or companies has a significant interest in an issuer, where

(i)
in the case of a person or company, he, she or it owns beneficially, either directly or indirectly, more than 10%, or

(ii)
in the case of a group of persons or companies, they own beneficially, either individually or together and either directly or indirectly, more than 50%

of the outstanding shares or units of the issuer;

(c)
a person or company or a group of persons or companies is a substantial security holder of an issuer where that person or company or group of persons or companies owns beneficially, either individually or together or directly or indirectly, voting securities to which are attached more than 20% of the voting rights attached to all the voting securities of the issuer which are outstanding, but in calculating the percentage of voting rights attached to voting securities owned by an underwriter, there shall be excluded voting securities acquired by him or her as an underwriter in a distribution of the securities but the exclusion stops having effect on completion or cessation of the distribution by him or her; and

(d)
where a person or company or group of persons or companies owns beneficially, directly or indirectly, or under this section is considered to own beneficially, voting securities of an issuer, that person or company or group of persons or companies is considered to own beneficially a proportion of voting securities of another issuer that are owned beneficially, directly or indirectly, by the first-mentioned issuer, which proportion shall equal the proportion of the voting securities of the first-mentioned issuer that are owned beneficially, directly or indirectly, or that under this section are considered to be owned beneficially, by that person or company or group of persons or companies.

113.
A mutual fund or its management company or its distribution company shall not knowingly enter into a contract or other arrangement that results in its being directly or indirectly liable or contingently liable in respect of an investment by way of loan to, or other investment in, a person or company to whom it is by section 112 prohibited from making a loan or in which it is prohibited from making another investment, and for the purpose of section 112 a contract or other arrangement is considered to be a loan or an investment.

115.
Notwithstanding paragraph 111(d), a mutual fund is not prohibited from making an investment in an issuer only because a person or company or group of persons or companies that own beneficially, directly or indirectly, or are considered to own beneficially, voting securities of the mutual fund or its management company or its distribution company are for that reason considered to own beneficially voting securities of the issuer.

116.
(1) A mutual fund shall not make an investment in consequence of which a related person or company of the mutual fund will receive a fee or other compensation except fees paid under a contract which is disclosed in a preliminary prospectus or prospectus, or an amendment to either of them, that is filed by the mutual fund and is accepted by the superintendent.

(2)
The superintendent may, upon the application of a mutual fund and where he or she is satisfied that it would not be prejudicial to the public interest to do so, order, subject to the terms and conditions that he or she may impose, that subsection (1) does not apply to the mutual fund.

118.
(1) A management company shall file a report prepared in accordance with the regulations of

(a)
every transaction of purchase or sale of securities between the mutual fund and a related person or company;

(b)
every loan received by the mutual fund from, or made by the mutual fund to, its related persons or companies;

(c)
every purchase or sale effected by the mutual fund through a related person or company with respect to which the related person or company received a fee either from the mutual fund or from the other party to the transaction or from both; and

(d)
a transaction in which, by arrangement other than an arrangement relating to insider trading in portfolio securities, the mutual fund is a joint participant with 1 or more of its related persons or companies,

in respect of each mutual fund to which it provides services or advice, within 30 days after the end of the month in which it occurs.

(2)
The superintendent may, upon the application of the management company of a mutual fund and where he or she is of the opinion that it would not be prejudicial to the public interest to do so, order, subject to the terms and conditions that he or she may impose, that subsection (1) does not apply to a transaction or class of transactions.

119.
(1) In this section, "responsible person" means a portfolio manager and an individual who is a partner, director or officer of a portfolio manager together with every affiliate of a portfolio manager and an individual who is a director, officer or employee of the affiliate or who is an employee of the portfolio manager, where the affiliate or the individual participates in the formulation of, or has access before implementation of investment decisions made on behalf of or the advice given to the client of the portfolio manager.

(2)
A portfolio manager shall not knowingly cause an investment portfolio managed by it to

(a)
invest in an issuer in which a responsible person or an associate of a responsible person is an officer or director unless the specific fact is disclosed to the client and the written consent of the client to the investment is obtained before the purchase;

(b)
purchase or sell the securities of an issuer from or to the account of a responsible person, an associate of a responsible person or the portfolio manager; or

(c)
make a loan to a responsible person or an associate of a responsible person or the portfolio manager.

(3)
Where the superintendent determines that a portfolio manager or a class of portfolio managers is subject to regulations, imposed by a self-regulatory organization, to substantially the same effect as the requirements set out in subsection (2), the superintendent may, subject to the terms and conditions that the superintendent may impose, exempt the portfolio manager or class of portfolio managers from the requirements of subsection (2).

120.
A person or company that has access to information concerning the investment program of a mutual fund or the investment portfolio managed for a client by a portfolio manager shall not purchase or sell securities of an issuer for his, her or its account where the portfolio securities of the mutual fund or the investment portfolio managed for a client by a portfolio manager includes securities of that issuer and where the information is used by the person or company for his, her or its direct benefit or advantage.

121.
(1) Notwithstanding subsection (2), where the laws of the jurisdiction in which the reporting issuer is incorporated, organized or continued require substantially the same reports in that jurisdiction as are required by this Part, the filing requirements of this Part may be complied with by filing the reports required by the laws of that jurisdiction manually signed or certified in accordance with the regulations.

(2)
The superintendent may

(a)
upon the application of an interested person or company

(i)
where a requirement of this Part conflicts with a requirement of the laws of the jurisdiction under which the reporting issuer is incorporated, organized or continued, or

(ii)
where otherwise satisfied in the circumstances of the particular case that there is adequate justification for so doing; or

(b)
upon his or her own motion,

make an order on the terms and conditions that seem to the superintendent just and expedient, exempting in whole or in part, a person or company, class of persons or companies or class of transactions from the requirements of this Part.

121.1
If the rules made under section 144.1 provide for it, a body established under section 121.2 by an investment fund may approve a transaction that is prohibited under this Part, in which case the prohibition does not apply to the transaction.

121.2
(1)
If required to do so by the rules made under section 144.1, an investment fund shall establish and maintain a body for the purpose of overseeing activities of the investment fund and the investment fund manager, reviewing or approving matters affecting the investment fund, including transactions referred to in section 121.1 and disclosing information to security holders of the fund, to the investment fund manager and to the superintendent.

(2)
The body referred to in subsection (1) has the powers and duties that may be prescribed by the rules.

(a)
makes a statement in material, evidence or information submitted to the superintendent, a person acting under the authority of the superintendent or a person making an investigation or examination under this Act that, in a material respect and at the time and in the light of the circumstances under which it is made, is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;

(b)
makes a statement in an application, release, report, preliminary prospectus, prospectus, return, financial statement, information circular, take-over bid circular, issuer bid circular or other document required to be filed or furnished under the securities law of the province that, in a material respect and at the time and in the light of the circumstances under which it is made, is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;

(c)
obstructs or interferes with an investigator, examiner or other person designated by the superintendent who is carrying out a duty under this Act, the regulations or the rules; or

(d)
contravenes the securities law of the province,

is guilty of an offence and on conviction is liable to a fine of not more than $5,000,000 or to imprisonment for a term of not more than 5 years less a day, or to both a fine and imprisonment.

(2)
Paragraphs (1)(a) and (b) do not apply to a statement made or given to the superintendent in a submission in respect of a proposed rule or policy.

(3)
A person or company is not guilty of an offence under paragraph (1)(a) or (b) where the person or company did not know and in the exercise of reasonable diligence could not have known that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading in light of the circumstances in which it was made.

(4)
Every director or officer of a company or of a person other than an individual who authorized, permitted or acquiesced in the commission of an offence under subsection (1) by the company or person, whether or not a charge has been laid or a finding of guilt has been made against the company or person in respect of the offence under subsection (1), is guilty of an offence and is liable on conviction to a fine of not more than $5,000,000 or to imprisonment for a term of not more than 5 years less a day, or to both a fine and imprisonment.

(5)
Where a person or company has contravened subsections 77(1), (2) or (3), the fine to which the person or company is liable on conviction shall be not less than the profit made or loss avoided by the person or company by reason of the contravention and not more than the greater of,

(a)
$5,000,000; and

(b)
an amount equal to triple the profit made or loss avoided by the person or company by reason of the contravention.

(6)
If it is not possible to determine the profit made or loss avoided by the person or company by reason of the contravention, subsection (5) does not apply but subsection (1) continues to apply.

(7)
In subsections (5) and (6),

(a)
"loss avoided" means the amount by which the amount received for the security sold in contravention of subsection 77(1) exceeds the average trading price of the security in the 20 trading days following general disclosure of the material fact or the material change; and

(b)
"profit made" means,

(i)
the amount by which the average trading price of the security in the 20 trading days following general disclosure of the material fact or the material change exceeds the amount paid for the security purchased in contravention of subsection 77(1),

(ii)
in respect of a short sale, the amount by which the amount received for the security sold in contravention of subsection 77(1) exceeds the average trading price of the security in the 20 trading days following general disclosure of the material fact or the material change, or

(iii)
the value of the consideration received for informing another person or company of a material fact or material change with respect to the reporting issuer in contravention of subsection 77(2) or (3).

124.
An information in respect of a contravention of this Act may be for 1 or more offences, and no information, summons, warrant, conviction or other proceeding in a prosecution is objectionable, or insufficient because of the fact that it relates to 2 or more offences.

125.
(1) Where a provincial judge, magistrate or justice of another province or territory of Canada issues a warrant for the arrest of a person on a charge of contravening a provision of an Act of that province or territory similar to this Act, a provincial court judge of this province may, upon satisfactory proof of the handwriting of the provincial judge, magistrate or a justice who issued the warrant, make an endorsement on it, and a warrant so endorsed is sufficient authority to the person bringing the warrant and to all other persons to whom it was originally directed and to all peace officers to execute it and to take the person arrested under it either out of or anywhere in the province and to rearrest the person anywhere in the province.

(2)
A peace officer of the province or of another province or territory of Canada who is passing through this province having in his or her custody a person arrested in another province or territory under a warrant endorsed under subsection (1) is entitled to hold, take and rearrest the accused anywhere in the province under the warrant without proof of the warrant or the endorsement.

(a)
for the due administration of the securities law of the province or the regulation of the capital markets in the province; or

(b)
to assist in the due administration of the securities laws or the regulation of the capital markets in another jurisdiction,

the superintendent may direct a person or company having on deposit or under its control or for safekeeping funds, securities or property of a person or company, to retain those funds, securities or property and to hold them until the superintendent in writing revokes the direction or consents to release a particular fund, security or property from the direction, or until the Trial Division orders otherwise.

(2)
A direction under subsection (1) that names a bank or other financial institution shall apply only to a branch of the bank or other financial institution identified in the direction.

(3)
A direction under subsection (1) shall not apply to funds, securities or property in a recognized clearing agency or to securities in process of transfer by a transfer agent unless the direction so states.

(4)
The superintendent may order that a direction under subsection (1) be certified to a land registrar and mining recorder and that it be registered or recorded against the lands or mineral claims identified in the direction, and on registration or recording of the certificate it shall have the same effect as a certificate of pending litigation.

(5)
As soon as practicable and not later than 7 days after a direction is issued under subsection (1), the superintendent shall apply to the Trial Division to continue the direction or for another order as the court considers appropriate.

(6)
A direction under subsection (1) may be made without notice but, in that event, copies of the direction shall be sent forthwith by means that the superintendent may determine to all persons and companies named in the direction.

127.
(1) The superintendent may, where in his or her opinion it is in the public interest to do so, order

(a)
that trading in or purchasing cease in respect of any security as specified in the order;

(b)
that a person or company cease trading in or purchasing securities, specified securities or a class of securities as specified in the order;

(c)
that exemptions contained in the securities law of the province do not apply to a person or company permanently or for the period specified in the order;

(d)
that a market participant submit to a review of his, her or its practices and procedures and institute changes ordered by the superintendent;

(e)
where the superintendent is satisfied that the securities law of the province has not been complied with, that a release, report, preliminary prospectus, prospectus, return, financial statement, information circular, take-over bid circular, issuer bid circular, offering memorandum, proxy solicitation or another document described in the order,

(i)
be provided by a market participant to a person or company,

(ii)
not be provided by a market participant to a person or company, or

(iii)
be amended by a market participant to the extent that amendment is practicable;

(f)
that a person or company be reprimanded;

(g)
that a person resign one or more positions that the person holds as a director or officer of an issuer, registrant or investment fund manager or as both a director and officer of the issuer, registrant or investment fund manager;

(h)
that a person is prohibited from becoming or acting as a director or officer of an issuer, registrant or investment fund manager or as both a director and officer of the issuer, registrant or investment fund manager;

(i)
that a person or company is prohibited from becoming or acting as a registrant, investment fund manager, or promoter;

(j)
that a person or company is prohibited from acting in a management or consultative capacity in connection with activities in the securities market;

(k)
that a person or company is prohibited from engaging in investor relations activities;

(l)
that a person or company is prohibited from disseminating to the public, or authorizing the dissemination to the public of, any information, document, record or other material of any kind that is described in the order;

(m)
that a person or company disseminate to the public, by the method, if any, described in the order, the information, document, record or other material relating to the affairs of the registrant or issuer that the superintendent considers must be disseminated;

(n)
that a person or company amend, in the manner specified in the order, any information or record of any kind disseminated to the public as described in the order;

(o)
if a person or company has not complied with provincial securities law, that the person or company pay to the Consolidated Revenue Fund any amounts obtained or payments or losses avoided as a result of the non-compliance; or

(p)
that a person or company comply with or cease contravening and that the directors and officers of the person or company cause the person or company to cease contravening or to comply with the securities law of the province.

(1.1)
The superintendent may
make an order under subsection (1) with respect to a person or company if the person or company

(a)
has been convicted in Canada
or elsewhere of an offence

(i)
arising from a transaction, business or course of conduct related to securities, or

(ii)
under laws respecting trading in securities;

(b)
has been found by a court in Canada
or elsewhere to have contravened laws respecting trading in securities;

(c)
is subject to an order made by a securities regulatory authority in Canada or elsewhere imposing sanctions, conditions, restrictions or requirements on the person or company; or

(d)
has agreed with a securities regulatory authority in Canada
or elsewhere to be subject to sanctions, conditions, restrictions or requirements.

(1.2)
The superintendent may make an order under subsection (1) against a director or officer of a company or of a person other than an individual who authorizes, permits or acquiesces in the contravention of provincial securities laws or conduct contrary to the public interest.

(2)
An order under this section may be subject to the terms and conditions that the superintendent may impose.

(3)
The superintendent may make an order under paragraph (1)(b) notwithstanding the delivery of a report under subsection 76(3).

(4)
No order shall be made under this section without giving the person or company which would be directly affected by the order an opportunity to be heard.

(5)
Notwithstanding subsection (4), where in the opinion of the superintendent the length of time required to permit the person or company directly affected by the order an opportunity to be heard could be prejudicial to the public interest, the superintendent may make a temporary order under paragraph (1)(a), (b) or (c) or subparagraph (1)(e)(ii).

(6)
The temporary order shall take effect immediately and shall expire on the fifteenth day after its making unless extended by the superintendent.

(7)
The superintendent may extend a temporary order for a period until the person or company directly affected by the order has been given notice and an opportunity to be heard within the 15 day period.

(8)
Notwithstanding subsection (7), the superintendent may extend a temporary order under paragraph (1)(b) for a period as he or she considers necessary where satisfactory information is not provided to the superintendent within the 15 day period.

(9)
The superintendent shall give written notice of every temporary order made under subsection (5), together with notice and an opportunity to be heard, to a person or company directly affected by the temporary order.

(i)
a person or company has contravened or failed to comply with a provision of the securities laws of the province, or

(ii)
a director or officer of a person or company or a person other than an individual authorized, permitted or acquiesced in a contravention or failure to comply with a provision of the securities laws of the province by the person or company; and

(b)
considers it to be in the public interest to make the order,

the superintendent may order the person or company to pay an administrative penalty of not more than $1,000,000 for each contravention or failure to comply.

(2)
The superintendent may make an order under this section, notwithstanding the imposition of another penalty or sanction on the person or company or the making of another order by the superintendent related to the same matter.

128.1
(1) The superintendent may apply to the Trial Division for a declaration that a person or company has not complied with or is not complying with the securities law of the province.

(2)
The superintendent is not required, before making an application under subsection (1), to provide an opportunity to be heard to a person or company to determine whether that person or company has not complied with or is not complying with the securities law of the province.

(3)
Where the court makes a declaration under subsection (1), the court may, notwithstanding the imposition of a penalty under section 122 and notwithstanding an order made by the superintendent under section 127, make an order that the court considers appropriate against the person or company, including an order

(a)
that the person or company comply with the securities law of the province;

(b)
requiring the person or company to submit to a review by the superintendent of his, her or its practices and procedures and to institute changes directed by the superintendent;

(i)
be provided by the person or company to another person or company,

(ii)
not be provided by the person or company to another person or company, or

(iii)
be amended by the person or company to the extent that amendment is practicable;

(d)
rescinding a transaction entered into by the person or company relating to trading in securities including the issuance of securities;

(e)
requiring the issuance, cancellation, purchase, exchange or disposition of securities by the person or company;

(f)
prohibiting the voting or exercise of a right attaching to securities by the person or company;

(g)
prohibiting the person from acting as an officer or a director or prohibiting the person or company from acting as a promoter of a market participant permanently or for the period specified in the order;

(h)
appointing officers and directors in place of or in addition to the officers and directors of the company then in office;

(i)
directing the person or company to purchase securities of a security holder;

(j)
directing the person or company to repay to a security holder all or a part of the money paid by the security holder for securities;

(k)
requiring the person or company to produce to the court or an interested person financial statements in the form required by the securities law of the province, or an accounting in a form as the court may determine;

(l)
directing rectification of the registers or other records of the company;

(m)
requiring the person or company to compensate or make restitution to an aggrieved person or company;

(n)
requiring the person or company to pay general or punitive damages to another person or company;

(o)
requiring the person or company to pay to the minister amounts obtained as a result of the non-compliance with the securities law of the province; and

(p)
requiring the person or company to rectify past non-compliance with the securities law of the province to the extent that rectification is practicable.

(4)
On an application under this section the court may make an interim order as it considers appropriate.

128.2
(1) The superintendent may apply to the Trial Division for an order appointing a receiver, receiver and manager, trustee or liquidator of all or a part of the property of a person or company.

(2)
No order shall be made under subsection (1) unless the court is satisfied that,

(a)
the appointment of a receiver, receiver and manager, trustee or liquidator of all or a part of the property of the person or company is in the best interests of the creditors of the person or company or of persons or companies whose property is in the possession or under the control of the person or company or the security holders of or subscribers to the person or company; or

(b)
it is appropriate for the due administration of the securities law of the province.

(3)
The court may make an order under subsection (1) on an application without notice, but where the order is made without notice the period of appointment shall not exceed 15 days.

(4)
Where an order is made without notice under subsection (3), the superintendent may make an application to the court within 15 days after the date of the order to continue the order or for the issuance of an order as the court considers appropriate.

(5)
A receiver, receiver and manager, trustee or liquidator of the property of a person or company appointed under this section shall be the receiver, receiver and manager, trustee or liquidator of all or a part of the property belonging to the person or company or held by the person or company on behalf of or in trust for another person or company, and, where so directed by the court, the receiver, receiver and manager, trustee or liquidator has the authority to wind up or manage the business and affairs of the person or company and has all powers necessary or incidental to that authority.

(6)
Where an order is made appointing a receiver, receiver and manager, trustee or liquidator of the property of a person or company under this section, the powers of the directors of the company that the receiver, receiver and manager, trustee or liquidator is authorized to exercise may not be exercised by the directors until the receiver, receiver and manager, trustee or liquidator is discharged by the court.

(7)
The fees charged and expenses incurred by a receiver, receiver and manager, trustee or liquidator appointed under this section in relation to the exercise of powers under the appointment shall be in the discretion of the court.

(8)
An order made under this section may be varied or discharged by the court on an application.

130.
(1) Where a prospectus or a prospectus together with an amendment to it contains a misrepresentation, a purchaser who purchases a security offered by it during the period of distribution or distribution to the public whether or not the purchaser relied on the misrepresentation has a right of action for damages against

(a)
the issuer or a selling security holder on whose behalf the distribution is made;

(b)
each underwriter of the securities that is in a contractual relationship with the issuer or selling security holder on whose behalf the distribution is made;

(c)
a director of the issuer at the time the prospectus or the amendment to the prospectus was filed;

(d)
a person or company whose consent to disclosure of information in the prospectus has been filed but only with respect to reports, opinions or statements that have been made by them; and

(e)
a person or company who signed the prospectus or the amendment to the prospectus other than the persons or companies included in paragraphs (a) to (d),

or, where the purchaser purchased the security from a person or company referred to in paragraph (a) or (b) or from another underwriter of the securities, the purchaser may elect to exercise a right of rescission against the person, company or underwriter, in which case the purchaser shall have no right of action for damages against the person, company or underwriter.

(2)
A person or company is not liable under subsection (1) where the person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation.

(3)
A person or company, other than the issuer or selling security holder, is not liable under subsection (1) where the person or company proves

(a)
that the prospectus or the amendment to the prospectus was filed without his, her or its knowledge or consent, and that, on becoming aware of its filing, the person or company immediately gave reasonable general notice that it was so filed;

(b)
that, after the issue of a receipt for the prospectus and before the purchase of the securities by the purchaser, on becoming aware of a misrepresentation in the prospectus or an amendment to the prospectus, the person or company withdrew consent and gave reasonable general notice of the withdrawal and the reason for it;

(c)
that, with respect to a part of the prospectus or the amendment to the prospectus purporting to be made on the authority of an expert or purporting to be a copy of or an extract from a report, opinion or statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation or that part of the prospectus or the amendment to the prospectus did not fairly represent the report, opinion or statement of the expert or was not a fair copy of or extract from the report, opinion or statement of the expert;

(d)
that, with respect to a part of the prospectus or the amendment to the prospectus purporting to be made on the person's or company's authority as an expert or purporting to be a copy of or an extract from his, her or its report, opinion or statement as an expert but that contains a misrepresentation attributable to failure to represent fairly the person's or company's report, opinion or statement as an expert,

(i)
the person or company had, after reasonable investigation, reasonable grounds to believe and did believe that the part of the prospectus or the amendment to the prospectus fairly represented the person's or company's report, opinion or statement, or

(ii)
on becoming aware that that part of the prospectus or the amendment to the prospectus did not fairly represent his, her or its report, opinion or statement as an expert, the person or company immediately advised the superintendent and gave reasonable general notice that that use had been made and that the person or company would not be responsible for that part of the prospectus or the amendment to the prospectus; or

(e)
that, with respect to a false statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document, and the person or company had reasonable grounds to believe and did believe that the statement was true.

(4)
A person or company, other than the issuer or selling security holder, is not liable under subsection (1) with respect to a part of the prospectus or the amendment to the prospectus purporting to be made on that person's or company's authority as an expert or purporting to be a copy of or an extract from the person's or company's report, opinion or statement as an expert unless the person or company

(a)
failed to conduct a reasonable investigation in order to provide reasonable grounds for a belief that there had been no misrepresentation; or

(b)
believed there had been a misrepresentation.

(5)
A person or company, other than the issuer or selling security holder, is not liable under subsection (1) with respect to a part of the prospectus or the amendment to the prospectus not purporting to be made on the authority of an expert and not purporting to be a copy of or an extract from a report, opinion or statement of an expert unless the person or company

(a)
failed to conduct the reasonable investigation necessary to provide reasonable grounds for a belief that there had been no misrepresentation; or

(b)
believed there had been a misrepresentation.

(6)
An underwriter is not liable for more than the total public offering price represented by the portion of the distribution underwritten by him, her or the company.

(7)
In an action for damages under subsection (1), the defendant is not liable for all or a portion of the damages that the person or company proves do not represent the depreciation in value of the security as a result of the misrepresentation relied upon.

(8)
All or one or more of the persons or companies specified in subsection (1) are jointly and individually liable, and every person or company who becomes liable to make a payment under this section may recover a contribution from a person or company who, if sued separately, would have been liable to make the same payment provided that the court may deny the right to recover the contribution where, in all the circumstances of the case, it is satisfied that to permit recovery of the contribution would not be just and equitable.

(9)
In no case shall the amount recoverable under this section exceed the price at which the securities were offered to the public.

(10)
The right of action for rescission or damages conferred by this section is in addition to and without derogation from another right the purchaser may have at law.

(11)
If a misrepresentation is contained in a record incorporated by reference in, or considered to be incorporated into a prospectus or an amendment to a prospectus, the misrepresentation is considered to be contained in the prospectus or amendment to the prospectus.

130.1
(1) Where an offering memorandum contains a misrepresentation when a person or company purchases a security offered by the offering memorandum, the purchaser has, without regard to whether the purchaser relied on the misrepresentation, a right of action

(a)
for damages against

(i)
the issuer,

(ii)
every director of the issuer at the date of the offering memorandum, and

(iii)
every person or company who signed the offering memorandum; and

(b)
for rescission against the issuer.

(2)
Notwithstanding paragraph (1)(b), where the purchaser elects to exercise a right of rescission against the issuer, the purchaser has no right of action for damages against a person or company referred to in paragraph (1)(a).

(3)
Where a misrepresentation is contained in an offering memorandum, a person or company shall not be liable under subsection (1)

(a)
where the person or company proves that the purchaser had knowledge of the misrepresentation;

(b)
where the person or company proves that the offering memorandum was sent to the purchaser without the person's or company's knowledge or consent and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the issuer that it was sent without the knowledge and consent of the person or company;

(c)
if the person or company proves that the person or company, on becoming aware of the misrepresentation in the offering memorandum, withdrew the person's or company's consent to the offering memorandum and gave reasonable notice to the issuer of the withdrawal and the reason for it;

(d)
if, with respect to any part of the offering memorandum purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, the person or company proves that the person or company did not have any reasonable grounds to believe and did not believe that

(i)
there had been a misrepresentation, or

(ii)
the relevant part of the offering memorandum

(A)
did not fairly represent the report, opinion or statement of the expert, or

(B)
was not a fair copy of, or an extract from, the report, opinion or statement of the expert; and

(e)
with respect to any part of the offering memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company

(i)
did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or

(ii)
believed there had been a misrepresentation.

(4)
The amount recoverable under this section shall not exceed the price at which the securities were offered under the offering memorandum.

(5)
Paragraphs (3)(b) to (e) do not apply to the issuer.

(6)
In an action for damages under subsection (1), the defendant is not liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation.

(7)
All or any one or more of the persons or companies specified in subsection (1) found to be liable or accepting liability under this section are jointly and individually liable.

(8)
A person or company who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person or company who is jointly and individually liable under this section who, if sued separately, would have been liable to make the same payment, provided that the court may deny the right to recover the contribution where, in all circumstances of the case, the court is satisfied that to permit recovery of the contribution would not be just and equitable.

(9)
The right of action for rescission or damages conferred by this section is in addition to and does not derogate from any other right that the purchaser may have at law.

(10)
Where a misrepresentation is contained in a record incorporated by reference in, or considered to be incorporated into, an offering memorandum, the misrepresentation is considered to be contained in the offering memorandum.

131.
(1) Where a take-over bid circular or notice of change or variation that is sent to the holders of securities of an offeree issuer or to the holders of securities convertible into securities of an offeree issuer as required under the rules contains a misrepresentation, each of those holders may, without regard to whether the holders relied on the misrepresentation, elect to exercise a right of action

(a)
for rescission or damages against the offeror; or

(b)
for damages against

(i)
a person who, at the time the circular or notice was signed, was a director of the offeror,

(ii)
a person or company whose consent has been filed under a requirement of the rules, but only with respect to reports, opinions or statements that have been made by them, and

(iii)
a person, other than those persons referred to in subparagraphs (i) who signed a certificate in the circular or notice.

(2)
Where a directors' circular or an individual director's or officer's circular is delivered to the security holders of an offeree issuer as required under the rules and that document or a notice of change or variation in respect of it contains a misrepresentation, a security holder is considered to have relied on the misrepresentation and has a right of action for damages against

(a)
a director or officer who signed the circular or notice that contained the misrepresentation; or

(b)
a person or company whose consent has been filed under a requirement of the rules, but only with respect to reports, opinions or statements that have been made by them.

(3)
Subsection (1) applies with the necessary changes where an issuer bid circular or a notice of change or variation in respect of it contains a misrepresentation.

(4)
A person or company is not liable under subsection (1), (2) or (3) where the person or company proves that the security holder had knowledge of the misrepresentation.

(5)
A person or company, other than the offeror, is not liable under subsection (1), (2) or (3) where the person or company proves

(a)
that the take-over bid circular, issuer bid circular, directors' circular or individual director's or officer's circular was sent without his, her or its knowledge or consent and that, on becoming aware of it, the person or company immediately gave reasonable general notice that it was so sent;

(b)
that, after the sending of the take-over bid circular, issuer bid circular, directors' circular or individual director's or officer's circular on becoming aware of a misrepresentation in the take-over bid circular, issuer bid circular, directors' circular or individual director's or officer's circular, the person or company withdrew consent to it and gave reasonable general notice of the withdrawal and the reason for it;

(c)
that, with respect to a part of the circular purporting to be made on the authority of an expert or purporting to be a copy of or an extract from a report, opinion or statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation or that a part of the circular did not fairly represent the report, opinion or statement of the expert or was not a fair copy of or extract from the report, opinion or statement of the expert;

(d)
that, with respect to a part of the circular purporting to be made on the person's or company's own authority as an expert or purporting to be a copy of or an extract from his, her or its own report, opinion or statement as an expert, but that contains a misrepresentation attributable to failure to represent fairly the person's or company's report, opinion or statement as an expert

(i)
the person or company had, after reasonable investigation, reasonable grounds to believe and did believe that the part of the circular fairly represented the person's or company's report, opinion or statement as an expert, or

(ii)
on becoming aware that that part of the circular did not fairly represent his, her or its report, opinion or statement as an expert, the person or company immediately advised the superintendent and gave reasonable general notice that that use had been made and that the person or company would not be responsible for that part of the circular; or

(e)
that, with respect to a false statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document and the person or company had reasonable grounds to believe and did believe that the statement was true.

(6)
A person or company, other than the offeror, is not liable under subsection (1), (2) or (3) with respect to a part of the circular purporting to be made on his, her or its own authority as an expert or purporting to be a copy of or an extract from the person's or company's own report, opinion or statement as an expert unless the person or company

(a)
failed to conduct the reasonable investigation necessary to provide reasonable grounds for a belief that there had been no misrepresentation; or

(b)
believed there had been a misrepresentation.

(7)
A person or company, other than the offeror, is not liable under subsection (1), (2) or (3) with respect to a part of the circular not purporting to be made on the authority of an expert and not purporting to be a copy of or an extract from a report, opinion or statement of an expert unless the person or company

(a)
failed to conduct the reasonable investigation necessary to provide reasonable grounds for a belief that there had been no misrepresentation; or

(b)
believed there had been a misrepresentation.

(8)
All or one or more of the persons or companies specified in subsection (1), (2) or (3) are jointly and individually liable, and a person or company who becomes liable to make a payment under this section may recover a contribution from a person or company who, if sued separately, would have been liable to make the same payment provided that the court may deny the right to recover the contribution where, in all the circumstances of the case, it is satisfied that to permit recovery of the contribution would not be just and equitable.

(9)
In an action for damages under subsection (1), (2) or (3) based on a misrepresentation affecting a security offered by the offeror company in exchange for securities of the offeree company, the defendant is not liable for that portion of the damages that the person or company proves do not represent the depreciation in value of the security as a result of the misrepresentation.

(10)
[Rep. by 2006 c42 s20]

(11)
The right of action for rescission or damages conferred by this section is in addition to and without derogation from another right the security holders of the offeree issuer may have at law.

132.
A person or company is not liable in an action under section 130 or 131 for a misrepresentation in forward-looking information if the person or company proves all of the following:

(a)
the document containing the forward-looking information contained, proximate to that information,

(i)
reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and

(ii)
a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and

(b)
the person or company had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information.

133.
A purchaser of a security to whom a prospectus was required to be sent or delivered but was not sent or delivered in compliance with the rules made under section 144.1 or a security holder to whom a take-over bid and take-over bid circular or an issuer bid and an issuer bid circular, or a notice of change or variation to a bid or circular, as required to be delivered but as not delivered in compliance with the rules made under section 144.1 has a right of action for rescission or damages against the dealer or offeror who failed to comply with the applicable requirement.

134.
(1) A person or company in a special relationship with a reporting issuer who purchases or sells securities of the reporting issuer with knowledge of a material fact or material change with respect to the reporting issuer that has not been generally disclosed is liable to compensate the seller or purchaser of the securities for damages as a result of the trade unless

(a)
the person or company in the special relationship with the reporting issuer proves that the person or company reasonably believed that the material fact or material change had been generally disclosed; or

(b)
the material fact or material change was known or ought reasonably to have been known to the seller or purchaser.

(2)
A

(a)
reporting issuer;

(b)
person or company in a special relationship with a reporting issuer; and

(c)
person or company that proposes

(i)
to make a take-over bid, as defined in Part XIX, for the securities of a reporting issuer,

(ii)
to become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with a reporting issuer, or

(iii)
to acquire a substantial portion of the property of a reporting issuer,

and who informs another person or company of a material fact or material change with respect to the reporting issuer that has not been generally disclosed is liable to compensate for damages a person or company that afterward sells securities of the reporting issuer to or purchases securities of the reporting issuer from the person or company that received the information unless

(d)
the person or company who informed the other person or company proves that the informing person or company reasonably believed the material fact or material change had been generally disclosed;

(e)
the material fact or material change was known or ought reasonably to have been known to the seller or purchaser;

(f)
in the case of an action against a reporting issuer or a person in a special relationship with the reporting issuer, the information was given in the necessary course of business; or

(g)
in the case of an action against a person or company described in subparagraph (c)(i), (ii) or (iii), the information was given in the necessary course of business to effect the take-over bid, business combination or acquisition.

(3)
A person or company that has access to information concerning the investment program of a mutual fund in the province or the investment portfolio managed for a client by a portfolio manager or by a registered dealer acting as a portfolio manager and uses that information for his, her or its direct benefit or advantage to purchase or sell securities of an issuer for his, her or its account where the portfolio securities of the mutual fund or the investment portfolio managed for the client by the portfolio manager or registered dealer include securities of that issuer is accountable to the mutual fund or the client of the portfolio manager or registered dealer for a benefit or advantage received or receivable as a result of the purchase or sale.

(4)
A person or company that is an insider, affiliate or associate of a reporting issuer that

(a)
sells or purchases the securities of the reporting issuer with knowledge of a material fact or material change with respect to the reporting issuer that has not been generally disclosed; or

(b)
communicates to another person, other than in the necessary course of business, knowledge of a material fact or material change with respect to the reporting issuer that has not been generally disclosed,

is accountable to the reporting issuer for a benefit or advantage received or receivable by the person or company as a result of the purchase, sale or communication unless the person or company proves that the person or company reasonably believed that the material fact or material change had been generally disclosed.

(5)
Where more than 1 person or company in a special relationship with a reporting issuer is liable under subsection (1) or (2) as to the same transaction or series of transactions, their liability is joint and individual.

(6)
In assessing damages under subsection (1) or (2), the court shall consider

(a)
where the plaintiff is a purchaser, the price that he or she paid for the security less the average market price of the security in the 20 trading days following general disclosure of the material fact or material change; or

(b)
where the plaintiff is a vendor, the average market price of the security in the 20 trading days following general disclosure of the material fact or material change less the price that he or she received for the security,

but the court may instead consider those other measures of damages that may be relevant in the circumstances.

(7)
For the purpose of this section, "a person or company in a special relationship with a reporting issuer" has the same meaning as in subsection 77(5).

(8)
For the purpose of subsections (1) and (2), a security of the reporting issuer includes

(a)
a put, call, option or other right or obligation to purchase or sell securities of the reporting issuer; or

(b)
a security, the market price of which varies materially with the market price of the securities of the issuer.

135.
(1) Upon application by the superintendent or by a person or company who was at the time of a transaction referred to in subsection 134(1) or (2) or is at the time of the application a security holder of the reporting issuer, a judge of the Trial Division may, where satisfied that

(a)
the superintendent or the person or company has reasonable grounds for believing that the reporting issuer has a cause of action under subsection 134(4); and

(b)
either

(i)
the reporting issuer has refused or failed to start an action under section 134 within 60 days after receipt of a written request from the superintendent or a person or company to do so, or

(ii)
the reporting issuer has failed to prosecute diligently an action started by it under section 134,

make an order, upon the terms as to security for costs and otherwise that the judge considers appropriate, requiring the superintendent or authorizing the person or company or the superintendent to start or continue an action in the name of and on behalf of the reporting issuer to enforce the liability created by subsection 134(4).

(2)
Upon the application by the superintendent or a person or company who was at the time of a transaction referred to in subsection 134(3) or is at the time of the application a security holder of the mutual fund, a judge of the Trial Division may, where satisfied that

(a)
the superintendent or the person or company has reasonable grounds for believing that the mutual fund has a cause of action under subsection 134(3); and

(b)
the mutual fund has either

(i)
refused or failed to start an action under subsection 134(3) within 60 days after receipt of a written request from the superintendent or the person or company to do so, or

(ii)
failed to prosecute diligently an action started by it under subsection 134(3),

make an order, upon terms as to security for costs or otherwise that the judge considers appropriate, requiring the superintendent or authorizing the person or company or the superintendent to start and prosecute or to continue an action in the name of and on behalf of the mutual fund to enforce the liability created by subsection 134(3).

(3)
Where an action under subsection 134(3) or (4) is

(a)
started;

(b)
started and prosecuted; or

(c)
continued

by a board of directors of a reporting issuer, the trial judge may order that the costs properly incurred by the board of directors in starting, starting and prosecuting or continuing the action shall be paid by the reporting issuer, where he or she is satisfied that the action was, in the absence of evidence to the contrary, in the best interests of the reporting issuer and the security holders.

(4)
Where an action under subsection 134(3) or (4) is

(a)
started;

(b)
started and prosecuted; or

(c)
continued

by a person or company who is a security holder of the reporting issuer, the trial judge may order that the costs properly incurred by the person or company in starting, starting and prosecuting or continuing the action shall be paid by the reporting issuer, where he or she is satisfied that

(d)
the reporting issuer failed to start the action or had started it but had failed to prosecute it diligently; and

(e)
the continuance of the action is, in the absence of evidence to the contrary, in the best interests of the reporting issuer and the security holders.

(5)
Where an action under subsection 134(3) or (4) is

(a)
started;

(b)
started and prosecuted; or

(c)
continued

by the superintendent, the trial judge shall order the reporting issuer to pay all costs properly incurred by the superintendent in starting, starting and prosecuting or continuing the action.

(6)
In determining whether an action or its continuance is, in the absence of evidence to the contrary, in the best interests of a reporting issuer and the security holders, the judge shall consider the relationship between the potential benefit to be derived from the action by the reporting issuer and the security holders and the costs involved in the prosecution of the action.

(7)
Notice of every application under subsection (1) or (2) shall be given to the superintendent, the reporting issuer or the investment fund and each of them may appear and be heard.

(8)
Every order made under subsection (1) or (2) requiring or authorizing the superintendent to start and prosecute or continue an action shall provide that the reporting issuer or investment fund shall co-operate fully with the superintendent in the commencement and prosecution or continuation of the action, and shall make available to the superintendent all books, records, documents and other material or information known to the reporting issuer or investment fund or reasonably ascertainable by the reporting issuer or investment fund relevant to the action.

136.
(1) Where subsection 40(1) applies to a contract and that subsection is not complied with, a person or company who has entered into the contract is entitled to rescission by mailing or delivering written notice of rescission to the registered dealer within 60 days of the date of the delivery of the security to or by the person or company but, in the case of a purchase by the person or company, only where he, she or the company is still the owner of the security purchased.

(2)
Where paragraph 37(1)(c) applies to a contract and a registered dealer has failed to comply with the subsection by not disclosing that he or she acted as principal, a person or company who has entered into the contract is entitled to rescission by mailing or delivering written notice of rescission to the registered dealer within 7 days of the date of the delivery of the written confirmation of the contract.

(3)
For the purpose of subsection (2), a confirmation sent by prepaid mail is considered conclusively to have been delivered to the person or company to whom it was addressed in the ordinary course of mail.

(4)
In an action respecting a rescission to which this section applies, the onus of proving compliance with section 37 or 40 is upon the registered dealer.

(5)
An action respecting a rescission shall not be started under this section after the expiration of a period of 90 days from the date of the mailing or delivering the notice under subsection (1) or (2).

(a)
"compensation" means compensation received during the 12 month period immediately preceding the day on which the misrepresentation was made or on which the failure to make timely disclosure first occurred, together with the fair market value of all deferred compensation including, without limitation, options, pension benefits and stock appreciation rights, granted during the same period, valued as of the date that the compensation is awarded;

(b)
"core document" means,

(i)
where used in relation to

(A)
a director of a responsible issuer who is not also an officer of the responsible issuer,

(B)
an influential person, other than an officer of the responsible issuer, or an investment fund manager, where the responsible issuer is an investment fund, or

(C)
a director or officer of an influential person who is not also an officer of the responsible issuer, other than an officer of an investment fund manager,

(iii)
other documents that may be prescribed by rules for the purpose of this definition;

(c)
"document" means written communication, including a communication prepared and transmitted only in electronic form,

(i)
that is required to be filed with the superintendent, or

(ii)
that is not required to be filed with the superintendent and

(A)
that is filed with the superintendent,

(B)
that is filed or required to be filed with a government or an agency of a government under applicable securities or corporate law or with an exchange or quotation and trade reporting system under its bylaws, rules or rules, or

(C)
that is another communication the content of which would reasonably be expected to affect the market price or value of a security of the responsible issuer;

(d)
"expert" means a person or company whose profession gives authority to a statement made in a professional capacity by the person or company, including, without limitation, an accountant, actuary, appraiser, auditor, engineer, financial analyst, geologist or lawyer but not including an entity that is an approved rating organization;

(e)
"failure to make timely disclosure" means a failure to disclose a material change in the manner and at the time required under this Act;

(f)
"influential person" means, with respect to a responsible issuer,

(i)
a control person,

(ii)
a promoter,

(iii)
an insider who is not a director or officer of the responsible issuer, or

(iv)
an investment fund manager, if the responsible issuer is an investment fund;

(g)
"issuers security" means a security of a responsible issuer and includes a security

(i)
the market price or value of which, or payment obligations under which, are derived from or based on a security of the responsible issuer, and

(ii)
that is created by a person or company on behalf of the responsible issuer or is guaranteed by the responsible issuer;

(h)
"liability limit" means,

(i)
in the case of a responsible issuer, the greater of

(A)
5% of its market capitalization as defined in the rules, and

(B)
$1,000,000,

(ii)
in the case of a director or officer of a responsible issuer, the greater of

(A)
$25,000, and

(B)
50% of the aggregate of the directors or officers compensation from the responsible issuer and its affiliates,

(iii)
in the case of an influential person who is not an individual, the greater of

(A)
5% of its market capitalization as defined in the rules, and

(B)
$1,000,000,

(iv)
in the case of an influential person who is an individual, the greater of

(A)
$25,000, and

(B)
50% of the aggregate of the influential persons compensation from the responsible issuer and its affiliates,

(v)
in the case of a director or officer of an influential person, the greater of

(A)
$25,000, and

(B)
50% of the aggregate of the directors or officers compensation from the influential person and its affiliates,

(vi)
in the case of an expert, the greater of

(A)
$1,000,000, and

(B)
the revenue that the expert and the affiliates of the expert have earned from the responsible issuer and its affiliates during the 12 months preceding the misrepresentation, and

(vii)
in the case of a person who made a public oral statement, other than an individual referred to in subparagraph (iv), (v) or (vi), the greater of

(A)
$25,000, and

(B)
50% of the aggregate of the persons compensation from the responsible issuer and its affiliates;

(i)
"managements discussion and analysis" means the section of an annual information form, annual report or other document that contains managements discussion and analysis of the financial condition and results of operations of a responsible issuer as required under securities laws of the province;

(j)
"public oral statement" means an oral statement made in circumstances in which a reasonable person would believe that information contained in the statement will become generally disclosed;

(k)
"release" means, with respect to information or a document, to file with the superintendent or another securities regulatory authority in Canada
or an exchange or to otherwise make available to the public;

(l)
"responsible issuer" means

(i)
a reporting issuer, or

(ii)
another issuer with a real and substantial connection to the province, any of whose securities are publicly traded; and

(m)
"trading day" means a day during which the principal market as defined in the rules for the security is open for trading.

138.3
(1) Where a responsible issuer or a person or company with actual, implied or apparent authority to act on behalf of a responsible issuer releases a document that contains a misrepresentation, a person or company who acquires or disposes of the issuers security during the period between the time when the document was released and the time when the misrepresentation contained in the document was publicly corrected has, without regard to whether the person or company relied on the misrepresentation, a right of action for damages against

(a)
the responsible issuer;

(b)
a director of the responsible issuer at the time the document was released;

(c)
an officer of the responsible issuer who authorized, permitted or acquiesced in the release of the document;

(d)
an influential person, and each director and officer of an influential person, who knowingly influenced

(i)
the responsible issuer or a person or company acting on behalf of the responsible issuer to release the document, or

(ii)
a director or officer of the responsible issuer to authorize, permit or acquiesce in the release of the document; and

(e)
an expert where

(i)
the misrepresentation is also contained in a report, statement or opinion made by the expert,

(ii)
the document includes, summarizes or quotes from the report, statement or opinion of the expert, and

(iii)
if the document was released by a person or company other than the expert, the expert consented in writing to the use of the report, statement or opinion in the document.

(2)
Where a person with actual, implied or apparent authority to speak on behalf of a responsible issuer makes a public oral statement that relates to the business or affairs of the responsible issuer and that contains a misrepresentation, a person or company who acquires or disposes of the issuers security during the period between the time when the public oral statement was made and the time when the misrepresentation contained in the public oral statement was publicly corrected has, without regard to whether the person or company relied on the misrepresentation, a right of action for damages against

(a)
the responsible issuer;

(b)
the person who made the public oral statement;

(c)
each director and officer of the responsible issuer who authorized, permitted or acquiesced in the making of the public oral statement;

(d)
each influential person, and each director and officer of the influential person, who knowingly influenced

(i)
the person who made the public oral statement to make it, or

(ii)
a director or officer of the responsible issuer to authorize, permit or acquiesce in the making of the public oral statement; and

(e)
each expert where

(i)
the misrepresentation is also contained in a report, statement or opinion made by the expert,

(ii)
the person making the public oral statement includes, summarizes or quotes from the report, statement or opinion of the expert, and

(iii)
if the public oral statement was made by a person other than the expert, the expert consented in writing to the use of the report, statement or opinion in the public oral statement.

(3)
Where an influential person or a person or company with actual, implied or apparent authority to act or speak on behalf of the influential person releases a document or makes a public oral statement that relates to a responsible issuer and that contains a misrepresentation, a person or company who acquires or disposes of the issuers security during the period between the time when the document was released or the public oral statement was made and the time when the misrepresentation contained in the document or public oral statement was publicly corrected has, without regard to whether the person or company relied on the misrepresentation, a right of action for damages against

(a)
the responsible issuer, if a director or officer of the responsible issuer, or where the responsible issuer is an investment fund, the investment fund manager, authorized, permitted or acquiesced in the release of the document or the making of the public oral statement;

(b)
the person who made the public oral statement;

(c)
each director and officer of the responsible issuer who authorized, permitted or acquiesced in the release of the document or the making of the public oral statement;

(d)
the influential person;

(e)
each director and officer of the influential person who authorized, permitted or acquiesced in the release of the document or the making of the public oral statement; and

(f)
each expert where

(i)
the misrepresentation is also contained in a report, statement or opinion made by the expert,

(ii)
the document or public oral statement includes, summarizes or quotes from the report, statement or opinion of the expert, and

(iii)
if the document was released or the public oral statement was made by a person other than the expert, the expert consented in writing to the use of the report, statement or opinion in the document or public oral statement.

(4)
Where a responsible issuer fails to make a timely disclosure, a person or company who acquires or disposes of the issuers security between the time when the material change was required to be disclosed in the manner required under this Act and the subsequent disclosure of the material change has, without regard to whether the person or company relied on the responsible issuer having complied with its disclosure requirements, a right of action for damages against

(a)
the responsible issuer;

(b)
each director and officer of the responsible issuer who authorized, permitted or acquiesced in the failure to make timely disclosure; and

(c)
an influential person, and a director and officer of an influential person, who knowingly influenced

(i)
the responsible issuer or a person or company acting on behalf of the responsible issuer in the failure to make timely disclosure, or

(ii)
a director or officer of the responsible issuer to authorize, permit or acquiesce in the failure to make timely disclosure.

(5)
In an action under this section, a person who is a director or officer of an influential person is not liable in that capacity if the person is liable as a director or officer of the responsible issuer.

(6)
In an action under this section,

(a)
multiple misrepresentations having common subject-matter or content may, in the discretion of the court, be treated as a single misrepresentation; and

(b)
multiple instances of failure to make timely disclosure of a material change or material changes concerning common subject-matter may, in the discretion of the court, be treated as a single failure to make timely disclosure.

(7)
In an action under subsection (2) or (3), if the person who made the public oral statement had apparent authority, but not implied or actual authority, to speak on behalf of the issuer, no other person is liable with respect to any of the responsible issuers securities that were acquired or disposed of before that other person became, or should reasonably have become, aware of the misrepresentation.

138.4
(1) In an action under section 138.3 in relation to a misrepresentation in a document that is not a core document or a misrepresentation in a public oral statement, a person or company is not liable unless the plaintiff proves that the person or company

(a)
knew, at the time that the document was released or the public oral statement was made, that the document or public oral statement contained the misrepresentation;

(b)
at or before the time that the document was released or the public oral statement was made, deliberately avoided acquiring knowledge that the document or public oral statement contained the misrepresentation; or

(c)
was, through action or failure to act, guilty of gross misconduct in connection with the release of the document or the making of the public oral statement that contained the misrepresentation.

(2)
Notwithstanding subsection (1), a plaintiff is not required to prove a matter set out in subsection (1) in an action under section 138.3 in relation to an expert.

(3)
In an action under section 138.3 in relation to a failure to make timely disclosure, a person or company is not liable unless the plaintiff proves that the person or company

(a)
knew, at the time that the failure to make timely disclosure first occurred, of the change and that the change was a material change;

(b)
at the time or before the failure to make timely disclosure first occurred, deliberately avoided acquiring knowledge of the change or that the change was a material change; or

(c)
was, through action or failure to act, guilty of gross misconduct in connection with the failure to make timely disclosure.

(4)
Notwithstanding subsection (3), a plaintiff is not required to prove a matter set out in subsection (3) in an action under section 138.3 in relation to

(a)
a responsible issuer;

(b)
an officer of a responsible issuer;

(c)
an investment fund manager; or

(d)
an officer of an investment fund manager.

(5)
A person or company is not liable in an action under section 138.3 in relation to a misrepresentation or a failure to make timely disclosure if that person or company proves that the plaintiff acquired or disposed of the issuers security

(a)
with knowledge that the document or public oral statement contained a misrepresentation; or

(b)
with knowledge of the material change.

(6)
A person or company is not liable in an action under section 138.3 in relation to

(a)
a misrepresentation if that person or company proves that

(i)
before the release of the document or the making of the public oral statement containing the misrepresentation, the person or company conducted or caused to be conducted a reasonable investigation, and

(ii)
at the time of the release of the document or the making of the public oral statement, the person or company had no reasonable grounds to believe that the document or public oral statement contained the misrepresentation; or

(b)
a failure to make timely disclosure if that person or company proves that

(i)
before the failure to make timely disclosure first occurred, the person or company conducted or caused to be conducted a reasonable investigation, and

(ii)
the person or company had no reasonable grounds to believe that the failure to make timely disclosure would occur.

(7)
In determining whether an investigation was reasonable under subsection (6), or whether a person or company is guilty of gross misconduct under subsection (1) or (3), the court shall consider all relevant circumstances, including

(a)
the nature of the responsible issuer;

(b)
the knowledge, experience and function of the person or company;

(c)
the office held, if the person was an officer;

(d)
the presence or absence of another relationship with the responsible issuer, if the person was a director;

(e)
the existence and the nature of a system designed to ensure that the responsible issuer meets its continuous disclosure obligations;

(f)
the reasonableness of reliance by the person or company on the responsible issuers disclosure compliance system and on the responsible issuers officers, employees and others whose duties would in the ordinary course have given them knowledge of the relevant facts;

(g)
the period within which disclosure was required to be made under the applicable law;

(h)
with respect to a report, statement or opinion of an expert, a professional standards applicable to the expert;

(i)
the extent to which the person or company knew, or should reasonably have known, the content and medium of dissemination of the document or public oral statement;

(j)
in the case of a misrepresentation, the role and responsibility of the person or company in the preparation and release of the document or the making of the public oral statement containing the misrepresentation or the ascertaining of the facts contained in that document or public oral statement; and

(k)
in the case of a failure to make timely disclosure, the role and responsibility of the person or company involved in a decision not to disclose the material change.

(8)
A person or company is not liable in an action under section 138.3 with respect to a failure to make timely disclosure if

(a)
the person or company proves that the material change was disclosed by the responsible issuer in a report filed on a confidential basis with the superintendent under section 76;

(b)
the responsible issuer had a reasonable basis for making the disclosure on a confidential basis;

(c)
where the information contained in the report filed on a confidential basis remains material, disclosure of the material change was made public promptly when the basis for confidentiality ceased to exist;

(d)
the person or company or responsible issuer did not release a document or make a public oral statement that, due to the undisclosed material change, contained a misrepresentation; and

(e)
where the material change became publicly known in a manner other than the manner required under this Act, the responsible issuer promptly disclosed the material change in the manner required under this Act.

(9)
A person or company is not liable in an action under section 138.3 for a misrepresentation in forward-looking information if the person or company proves all of the following:

(a)
the document or public oral statement containing the forward-looking information contained, proximate to that information,

(i)
reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and

(ii)
a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and

(b)
the person or company had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information.

(10)
A person or company shall be considered to have satisfied the requirements of paragraph (9)(a) with respect to a public oral statement containing forward-looking information if the person who made the public oral statement

(a)
made a cautionary statement that the oral statement contains forward-looking information;

(b)
stated that

(i)
the actual results could differ materially from a conclusion, forecast or projection in the forward-looking information, and

(ii)
certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information; and

(c)
stated that additional information about

(i)
the material factors that could cause actual results to differ materially from the conclusion, forecast or projection in the forward-looking information, and

(ii)
the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information,

is contained in a readily available document or in a portion of such a document and has identified that document or that portion of the document.

(11)
For the purpose of paragraph (10)(c), a document filed with the superintendent or otherwise generally disclosed shall be considered to be readily available.

(12)
Subsection (9) does not relieve a person or company of liability respecting forward-looking information in a financial statement required to be filed under this Act or forward-looking information in a document released in connection with an initial public offering.

(13)
A person or company, other than an expert, is not liable in an action under section 138.3 with respect to any part of a document or public oral statement that includes, summarizes or quotes from a report, statement or opinion made by the expert with respect to which the responsible issuer obtained the written consent of the expert to the use of the report, statement or opinion if the consent had not been withdrawn in writing before the document was released or the public oral statement was made, if the person or company proves that

(a)
the person or company did not know and had no reasonable grounds to believe that there had been a misrepresentation in the part of the document or public oral statement made on the authority of the expert; and

(b)
the part of the document or oral public statement fairly represented the report, statement or opinion made by the expert.

(14)
An expert is not liable in an action under section 138.3 with respect to any part of a document or public oral statement that includes, summarizes or quotes from a report, statement or opinion made by the expert if the expert proves that the written consent previously provided was withdrawn in writing before the document was released or the public oral statement was made.

(15)
A person or company is not liable in an action under section 138.3 with respect to a misrepresentation in a document, other than a document required to be filed with the superintendent, if the person or company proves that, at the time of release of the document, the person or company did not know and had no reasonable grounds to believe that the document would be released.

(16)
A person or company is not liable in an action under section 138.3 for a misrepresentation in a document or a public oral statement if the person or company proves that

(a)
the misrepresentation was also contained in a document filed by or on behalf of another person or company, other than the responsible issuer, with the superintendent or another securities regulatory authority in Canada or an exchange and was not corrected in another document filed by or on behalf of that other person or company with the superintendent or that other securities regulatory authority in Canada or exchange before the release of the document or the public oral statement made by or on behalf of the responsible issuer;

(b)
the document or public oral statement contained a reference identifying the document that was the source of the misrepresentation; and

(c)
when the document was released or the public oral statement was made, the person or company did not know and had no reasonable grounds to believe that the document or public oral statement contained a misrepresentation.

(17)
A person or company, other than the responsible issuer, is not liable in an action under section 138.3 if the misrepresentation or failure to make timely disclosure was made without the knowledge or consent of the person or company and if, after the person or company became aware of the misrepresentation, before it was corrected, or the failure to make timely disclosure before it was disclosed in the manner required under this Act

(a)
the person or company promptly notified the directors of the responsible issuer or other persons acting in a similar capacity of the misrepresentation or the failure to make timely disclosure; and

(b)
if no correction of the misrepresentation or no subsequent disclosure of the material change in the manner required under this Act was made by the responsible issuer within 2 business days after the notification under paragraph (a), the person or company, unless prohibited by law or by professional confidentiality rules, promptly and in writing notified the superintendent of the misrepresentation or failure to make timely disclosure.

138.5
(1) Damages shall be assessed in favour of a person or company that acquired an issuers securities after the release of a document or the making of a public oral statement containing a misrepresentation or after a failure to make timely disclosure as follows:

(a)
with respect to securities of the responsible issuer that the person or company subsequently disposed of on or before the 10th trading day after the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, assessed damages shall equal the difference between the average price paid for those securities, including a commission paid with respect to them, and the price received on the disposition of those securities, without deducting a commission paid with respect to the disposition, calculated taking into account the result of hedging or other risk limitation transactions;

(b)
with respect to securities of the responsible issuer that the person or company subsequently disposed of after the 10th trading day after the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, assessed damages shall equal the lesser of

(i)
an amount equal to the difference between the average price paid for those securities, including commissions paid with respect to them, and the price received on the disposition of those securities, without deducting commissions paid with respect to the disposition, calculated taking into account the result of hedging or other risk limitation transactions, and

(ii)
an amount equal to the number of securities that the person disposed of, multiplied by the difference between the average price per security paid for those securities, including commissions paid with respect to that disposition determined on a per security basis, and

(A)
if the issuers securities trade on a published market, the trading price of the issuers securities on the principal market as those terms are defined in the rules for the 10 trading days following the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, or

(B)
if there is no published market, the amount that the court considers just; and

(c)
with respect to any of the securities of the responsible issuer that the person or company has not disposed of, assessed damages shall equal the number of securities acquired, multiplied by the difference between the average price per security paid for those securities, including any commissions paid in respect of them determined on a per security basis, and

(i)
if the issuers securities trade on a published market, the trading price of the issuers securities on the principal market as defined in the rules for the 10 trading days following the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, or

(ii)
if there is no published market, the amount that the court considers just.

(2)
Damages shall be assessed in favour of a person or company that disposed of securities after a document was released or a public oral statement made containing a misrepresentation or after a failure to make timely disclosure as follows:

(a)
with respect to any of the securities of the responsible issuer that the person or company subsequently acquired on or before the 10th trading day after the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, assessed damages shall equal the difference between the average price received on the disposition of those securities, deducting any commissions paid with respect to the disposition and the price paid for those securities, without including any commissions paid with respect to them, calculated taking into account the result of hedging or other risk limitation transactions;

(b)
with respect to any of the securities of the responsible issuer that the person or company subsequently acquired after the 10th trading day after the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, assessed damages shall equal the lesser of

(i)
an amount equal to the difference between the average price received on the disposition of those securities, deducting any commissions paid with respect to the disposition and the price paid for those securities, without including any commissions paid with respect to them, calculated taking into account the result of hedging or other risk limitation transactions, and

(ii)
an amount equal to the number of securities that the person disposed of, multiplied by the difference between the average price per security received on the disposition of those securities, deducting any commissions paid with respect to the disposition determined on a per security basis, and

(A)
if the issuers securities trade on a published market, the trading price of the issuers securities on the principal market as defined in the rules for the 10 trading days following the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, or

(B)
if there is no published market, the amount that the court considers just; and

(c)
with respect to securities of the responsible issuer that the person or company has not acquired, assessed damages shall equal the number of securities that the person or company disposed of, multiplied by the difference between the average price per security received on the disposition of those securities, deducting commissions paid with respect to the disposition determined on a per security basis, and

(i)
if the issuers securities trade on a published market, the trading price of the issuers securities on the principal market as defined in the rules for the 10 trading days following the public correction of the misrepresentation or the disclosure of the material change in the manner required under this Act, or

(ii)
if there is no published market, the amount that the court considers just.

(3)
Notwithstanding subsections (1) and (2), assessed damages shall not include an amount that the defendant proves is attributable to a change in the market price of securities that is unrelated to the misrepresentation or the failure to make timely disclosure.

138.6
(1) In an action under section138.3, the court shall determine, with respect to a defendant found liable in the action, the defendants responsibility for the damages assessed in favour of all plaintiffs in the action, and each defendant is liable, subject to the limits set out in subsection 138.7(1), to the plaintiffs for only that portion of the aggregate amount of damages assessed in favour of the plaintiffs that corresponds to that defendants responsibility for the damages.

(2)
Notwithstanding subsection (1), where, in an action under section 138.3 with respect to a misrepresentation or a failure to make timely disclosure, a court determines that a particular defendant, other than the responsible issuer, authorized, permitted or acquiesced in the making of the misrepresentation or the failure to make timely disclosure while knowing it to be a misrepresentation or a failure to make timely disclosure, the whole amount of the damages assessed in the action may be recovered from that defendant.

(3)
A defendant with respect to whom the court has made a determination under subsection (2) is jointly and individually liable with each other defendant with respect to whom the court has made a determination under subsection (2).

(4)
A defendant against whom recovery is obtained under subsection (2) is entitled to claim contribution from another defendant who is found liable in the action.

138.7
(1) Notwithstanding section 138.5, the damages payable by a person or company in an action under section 138.3 are the lesser of

(a)
the aggregate damages assessed against the person or company in the action; and

(b)
the liability limit for the person or company less the aggregate of all damages assessed after appeals, if any, against the person or company in all other actions brought under section 138.3, and under comparable legislation in other provinces or territories in Canada with respect to that misrepresentation or failure to make timely disclosure, and less any amount paid in settlement of any such actions.

(2)
Subsection (1) does not apply to a person or company, other than the responsible issuer, if the plaintiff proves that the person or company authorized, permitted or acquiesced in the making of the misrepresentation or the failure to make timely disclosure while knowing that it was a misrepresentation or a failure to make timely disclosure, or influenced the making of the misrepresentation or the failure to make timely disclosure while knowing that it was a misrepresentation or a failure to make timely disclosure.

138.10
An action under section 138.3 shall not be discontinued, abandoned or settled without the approval of the court given on terms that the court thinks fit including, terms as to costs, and, in determining whether to approve the settlement of the action, the court shall consider, among other things, whether there are other actions outstanding under section 138.3 or under comparable legislation in another province or territory in Canada with respect to the same misrepresentation or failure to make timely disclosure.

138.11
Notwithstanding the Judicature Act
and the Class Actions Act
, the prevailing party in an action under section 138.3 is entitled to costs determined by a court in accordance with the Rules of the Supreme Court, 1986
.

138.13
The right of action for damages and the defences to an action under section 138.3 are in addition to and without derogation from any other rights or defences the plaintiff or defendant may have in an action brought otherwise than under this Part.

(a)
in the case of misrepresentation in a document, later than the earlier of

(i)
3 years after the date on which the document containing the misrepresentation was first released, and

(ii)
6 months after the issuance of a news release disclosing that leave has been granted to commence an action under section 138.3 or under comparable legislation in another province or territory in Canada with respect to the same misrepresentation;

(b)
in the case of a misrepresentation in a public oral statement, later than the earlier of

(i)
3 years after the date on which the public oral statement containing the misrepresentation was made, and

(ii)
6 months after the issuance of a news release disclosing that leave has been granted to commence an action under section 138.3 or under comparable legislation in another province or territory of Canada with respect to the same misrepresentation; and

(c)
in the case of a failure to make timely disclosure, later than the earlier of

(i)
3 years after the date on which the requisite disclosure was required to be made, and

(ii)
6 months after the issuance of a news release disclosing that leave has been granted to commence an action under section 138.3 or under comparable legislation in another province or territory
of Canada
with respect to the same failure to make timely disclosure.

(a)
"authority" means a power, function or duty of the superintendent that is or is intended to be performed by him or her under securities laws of the province;

(b)
"extra-provincial authority" means a power, function or duty of an extra-provincial securities commission that is or is intended to be performed or exercised by that commission under the extra-provincial securities laws under which that commission operates;

(c)
"extra-provincial securities commission" means a body empowered by the laws of another province or territory
of Canada
to regulate trading in securities or to administer or enforce laws respecting trading in securities; and

(d)
"extra-provincial securities laws" means the laws of another province or territory
of Canada
that, with respect to that province or territory, deals with the rules of securities markets and the trading in securities in that province or territory.

(b)
a person or company who, with respect to the extra-provincial securities commission, exercises a power or performs a duty or function that is substantially similar to a power, duty or function exercised or performed by the superintendent under this Act.

138.17
(1) Subject to a restriction or condition imposed by an extra-provincial commission with respect to a delegation of extra-provincial authority to the superintendent or a commission, the superintendent may delegate that authority in the manner and to the extent that the superintendent or the deputy superintendent may give an authorization or otherwise delegate an authority of the province under securities law of the province.

(2)
Subject to a restriction or condition imposed by the superintendent with respect to the delegation of authority to an extra-provincial securities commission, nothing in this Part shall be construed as prohibiting the extra-provincial securities commission from delegating that authority in the manner and to the extent that the extra-provincial securities commission may delegate under the laws under which it operates.

138.18
(1)
Subject to rules made under section 144.1, the superintendent may make rules to adopt or incorporate by reference one or more provision of an extra-provincial securities law of another jurisdiction as a securities law of the province to be applied to

(a)
a person or company or a class of persons or companies whose primary jurisdiction is that extra-provincial jurisdiction; or

(b)
trades or other activities involving a person or company or a class of persons or companies referred to in paragraph (a).

(2)
If the superintendent adopts or incorporates by reference an extra-provincial securities law under subsection (1), it may, with the necessary changes, adopt or incorporate it by reference and may amend that adoption or incorporation retroactively.

138.19
Subject to the rules, the superintendent may by order exempt a person, company, security, or trade or a class of persons, companies, securities, or trades from one or more requirements of the securities laws of the province if the person, company, security, or trade or a class of persons, companies, securities, or trades satisfies the conditions set out in the order.

138.20
(1) Where he or she is empowered to do so, and subject to the rules, the superintendent may make a decision regarding a person, company, trade or security and rely on a decision of an extra-provincial securities commission where the superintendent considers that the extra-provincial securities commission has made a substantially similar decision regarding the person, company, trade or security.

(2)
Subject to the rules, and notwithstanding a provision of this Act, the superintendent may make a decision referred to in subsection (1) without giving the person affected by the decision an opportunity to be heard.

(b)
the filing of non-filing of a document or material required or permitted to be filed;

(c)
another matter pertaining to the registration, non-registration, filing or non-filing, or to a person, company, document or material; or

(d)
the date the facts upon which proceedings are to be based first came to the knowledge of the superintendent,

purporting to be certified by the superintendent is, without proof of the office or signature of the person certifying, admissible in evidence, where relevant, for all purposes in an action, proceeding or prosecution.

140.
(1) Where the securities law of the province require that material be filed, the filing shall be effected by depositing the material with the superintendent and all material so filed shall be made available by the superintendent for public inspection during the normal business hours of the superintendent.

(2)
Notwithstanding subsection (1), the superintendent may hold material or a class of material required to be filed by the securities law of the province in confidence so long as the superintendent is of the opinion that the material so held discloses intimate financial, personal or other information and that the desirability of avoiding disclosure of it in the interests of a person or company affected outweighs the desirability of adhering to the principle that material filed with the superintendent be available to the public for inspection.

141.
(1) An action or other proceeding for damages shall not be instituted against the superintendent, the deputy superintendent or any of their employees, agents or delegates for an act done in good faith in the performance of a duty or in the exercise or the intended exercise of a power under the securities law of the province, or for a neglect or default in the performance or exercise in good faith of that duty or power.

(2)
A person or company does not have rights or remedies and proceedings shall not be brought against a person or company for an act or omission of the last-mentioned person or company done or omitted in compliance with the securities law of the province.

(c)
the Crown in right of another province or territory
of Canada
; or

(d)
an agent or employee of the Crown, as referred to in paragraph (a), (b) or (c), where the matter arises from the performance of a duty or the exercise of a power as an agent or employee of the Crown or from a neglect or default in the performance or exercise of that duty or power.

142.1
Except where exemption applications are otherwise provided for in the securities law of the province, the superintendent may, on the application of an interested person or company and where in the superintendents opinion it would not be prejudicial to the public interest, make an order on the terms and conditions that he or she may impose exempting the person or company from a requirement of the securities law of the province.

144.
(1)The superintendent may, where in his or her opinion to do so would not be prejudicial to the public interest, make an order on the terms and conditions that he or she may impose revoking or varying decisions made by it under this Act or the regulations.

(2)
The superintendent may, where in his or her opinion to do so would not be prejudicial to the public interest,

(a)
order that exemption orders, prospectus or other receipts, registrations or other formal actions, collectively referred to in this subsection as "specified actions", made, issued, promulgated or taken by another securities commission or equivalent authority in Canada specified in the order of the superintendent shall be valid and effective as if made, issued, promulgated or taken by the superintendent under this act where

(i)
the specified action is within the classes or satisfies the criteria set out in the order of the superintendent, and

(ii)
a copy of the document evidencing the specified action of the other securities commission or equivalent authority is filed with the superintendent; and

(b)
order that the superintendent would accept documents filed and orders made in other jurisdictions in satisfaction of the requirements of this Act and the regulations as to a matter or class of matters specified in the order.

(3)
Nothing in an order made under subsection (2) precludes the superintendent from determining that there shall, as to a particular matter, be compliance with this Act without regard to orders, receipts, regulations or other formal actions that may have been made, issued, promulgated or taken in other jurisdictions, but

(a)
such a determination may be made only after the parties directly affected and known to the superintendent have been given notice and an opportunity to be heard, unless the superintendent decides that the delay necessary to provide before notice and an opportunity to be heard would be prejudicial to the public interest, in which event the superintendent may make the determination without prior notice but shall give notice of having done so immediately afterward; and

(b)
no such determination shall have the effect of retroactively rendering unlawful actions taken in the province in good faith before the determination, where those actions would have been lawful but for the determination.

144.1
(1) The superintendent may, with the approval of the minister, make rules with respect to the following:

(a)
prescribing requirements with respect to applications for registration and the renewal, amendment, expiration or surrender of registration and with respect to suspension, cancellation or reinstatement of registration;

(b)
prescribing categories of registrants, classifying registrants into categories and prescribing the conditions of registration or other requirements for registrants or a category of registrants, including,

(i)
standards of practice and business conduct of registrants in dealing with their customers and clients and prospective customers and clients,

(ii)
requirements for the regulation of conflicts of interest, and

(iii)
requirements with respect to membership in a self-regulatory organization;

(d)
prescribing requirements with respect to the residence of a registrant in the province or Canada
;

(e)
prescribing requirements with respect to notification by a registrant or other person or company with respect to a proposed change in beneficial ownership of, or control or direction over, securities of the registrant and authorizing the superintendent to make an order that a proposed change may not be effected before a decision by the superintendent as to whether it will exercise his or her powers under subsections 28(1) and 127(1) as a result of the proposed change;

(f)
prescribing requirements for persons and companies with respect to calling at or telephoning to residences for the purpose of trading in securities;

(g)
prescribing requirements for registrants with respect to disclosing or furnishing of information to the public or the superintendent by registrants or providing for exemptions from or varying the requirements under this Act in respect of the disclosure or furnishing of information to the public or the superintendent by registrants;

(g.1)
prescribing functions or duties for the purpose of paragraph 26(2)(c) and section 26.1;

(h)
providing for

(i)
exemptions from the registration requirements of this Act or for the removal of exemptions from those requirements, and

(ii)
considering a person, class of persons, company or class of companies to be registered under this Act,

including the circumstances in which a person, class of persons, company or class of companies is registered under the laws of another jurisdiction respecting trading in securities;

(h.1)
respecting records to be maintained on preliminary prospectuses;

(i)
providing for exemptions from the requirements of section 42 with respect to dealers;

(j)
prescribing requirements with respect to books, records and other documents, including the form in which and the period for which those books, records and other documents shall be kept;

(k)
regulating the listing or trading of publicly traded securities including requiring reporting of trades and quotations;

(m)
regulating trading or advising in securities to prevent trading or advising that is fraudulent, manipulative, deceptive or unfairly detrimental to investors;

(n)
regulating trading or advising in penny stocks, including prescribing requirements with respect to additional disclosure and suitability for investment;

(o)
prescribing categories or subcategories of issuers for purposes of the prospectus requirements under this Act and classifying issuers into categories or subcategories;

(p)
varying the application of this Act to
facilitate, expedite or regulate the distribution of securities or the issuing of the receipts, including,

(i)
requirements with respect to distribution of securities by means of a prospectus incorporating other documents by reference,

(ii)
requirements with respect to distribution of securities by means of a simplified or summary prospectus,

(iii)requirements with respect to distribution of securities on a continuous or delayed basis,

(iv)
requirements with respect to pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation to it,

(v)
procedures for the issuing of receipts for prospectuses after expedited or selective review of them,

(vi)
provisions for the incorporation by reference of certain documents in a prospectus and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements,

(vii)
requirements for the form of a prospectus certificate, including providing for alternative forms in circumstances other than those referred to in subsection 64(2),

(viii)
provisions for eligibility requirements to obtain a receipt for, or distribute under, a particular form of prospectus and the loss of that eligibility, and

(ix)
provisions for varying withdrawal rights;

(q)
prescribing requirements for the escrow of securities in connection with distributions;

(r)
designating activities, including the use of documents or advertising, in which registrants or issuers are permitted to engage or are prohibited from engaging in connection with distributions;

(s)
prescribing which distributions and trading in relation to the distributions are distributions and trading outside the province;

(t)
providing for exemptions from the prospectus requirements under this Act and for the removal of exemptions from those requirements;

(t.1)
the acceptance, amendment of an acceptance or revocation of an acceptance by the superintendent of a delegation or other authority from an extra-provincial securities commission;

(t.2)
the adoption or incorporation by reference of extra-provincial securities laws and the administration of those laws once adopted or incorporated by reference and the administration of exemptions from those securities laws;

(t.3)
respecting the cancellation of security purchases;

(t.4)
designating a person or a class of persons as insiders;

(t.5)
designating a bank transaction for the purpose of paragraph 2(1)(tt);

(u)
prescribing the circumstances in which the superintendent shall refuse to issue a receipt for a prospectus, and prohibiting the issuance of a receipt in those circumstances;

(v)
prescribing requirements with respect to the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure that are in addition to the requirements under this Act, including requirements with respect to,

(i)
an annual report,

(ii)
an annual information form, and

(iii)
supplemental analysis of financial statements;

(w)
exempting reporting issuers from a requirement of Part XVII

(i)
if the requirement conflicts with a requirement of the laws of the jurisdiction under which the reporting issuers are incorporated, organized or continued,

(ii)
if the reporting issuers ordinarily distribute financial information to holders of their securities in a form, or at times, different from those required by Part XVII, or

(iii)
under circumstances that the superintendent considers justify the exemption;

(x)
requiring issuers or other persons and companies to comply, in whole or in part, with Part XVII or rules made under paragraph (v);

(y)
prescribing requirements with respect to financial accounting, reporting and auditing for the purpose of this Act, the regulations and the rules, including,

(iii)
standards of independence and other qualifications for auditors,

(iv)
requirements respecting a change in auditors by a reporting issuer or a registrant, and

(v)
requirements respecting a change in the financial year of an issuer or in an issuers status as a reporting issuer under this Act;

(z)
prescribing requirements for the validity and solicitation of proxies;

(aa)
providing for the application of Parts XVII and XVIII with respect to registered holders or beneficial owners of voting securities or equity securities of reporting issuers or other persons or companies on behalf of whom the securities are held, including requirements for reporting issuers, recognized clearing agencies, registered holders, registrants and other persons or companies who hold securities on behalf of persons or companies but who are not the registered holders;

(bb)
regulating take-over bids, take-overs and issuer bids including

(i)
prescribing requirements for different classes of bids or take-overs,

(ii)
prescribing requirements relating to the conduct or management of the affairs of the issuer that is the subject of a take-over bid, and its directors and officers, during or in anticipation of the take-over bid,

(iii)
prohibiting a person from purchasing or selling a security before, during or after the effective period of a take-over bid,

(iv)
prescribing the disclosure, certification, delivery or dissemination of any circular, notice, report or other document required to be filed or delivered to a person or company,

(v)
prescribing percentages and requirements respecting early warning, and

(vi)
prescribing exemptions from the requirements of Part XIX or the rules;

(bb.1)
prescribing circumstances in which a person or company or a class of persons or companies is prohibited from trading or purchasing securities, or a particular security, including the circumstances in which a body empowered by the laws of another jurisdiction to regulate trading in securities or to administer or enforce securities laws in that jurisdiction, has ordered that

(i)
a person is prohibited from trading or purchasing securities, or a particular security, or

(ii)
trades or purchases of a particular security cease;

(bb.2)
governing the solicitation of proxies including

(i)
prescribing requirements for the solicitation and voting of proxies, and

(ii)
prescribing requirements relating to communication with registered and beneficial owners of securities and relating to other persons or companies, including depositories and registrants, that hold securities on behalf of beneficial owners;

(cc)
providing for exemptions from a requirement of section 77 or from liability under section 134 and prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;

(dd)
prescribing time periods under section 108 or varying or providing for exemptions from a requirement of Part XX;

(ee)
regulating mutual funds or non-redeemable investment funds and the distribution and trading of the securities of the funds including,

(i)
varying the application of Part XIV or XVII by prescribing additional disclosure requirements with respect to the funds and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with the funds,

(ii)
prescribing permitted investment policy and investment practices for the funds and prohibiting or restricting certain investments or investment practices for the funds,

(iii)
prescribing requirements governing the custodianship of assets of the funds,

(iv)
prescribing minimum initial capital requirements for a fund making a distribution and prohibiting or restricting the reimbursement of costs in connection with the organization of a fund,

(v)
prescribing matters affecting a fund that require the approval of security holders of the fund or the superintendent, including, in the case of security holders, the level of approval,

(vi)
prescribing requirements with respect to the calculation of the net asset value of mutual funds,

(vii)
prescribing requirements with respect to the content and use of sales literature, sales communications or advertising relating to the funds or the securities of funds,

(ix)
respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of a mutual fund, and commissions or sales incentives to be paid to registrants in connection with the securities of a mutual fund,

(x)
prescribing the circumstances in which a plan holder under a contractual plan has the right to withdraw from the contractual plan,

(x.1)
requiring investment funds to establish and maintain a body for the purposes described in section 121.1, prescribing its powers and duties and prescribing requirements relating to

(A)
the mandate and functioning of the body,

(B)
the composition of the body and qualifications for membership on the body, including matters respecting the independence of members and the process for selecting the members,

(C)
the standard of care that applies to members of the body when exercising their powers, performing their duties and carrying out their responsibilities,

(D)
the disclosure of information to security holders of the investment fund, to the investment fund manager and to the superintendent, and

(E)
matters affecting the investment fund that require review by the body or approval of the body,

(xi)
prescribing procedures applicable to mutual funds, registrants and another person or company with respect to sales and the redemption of mutual fund securities and payments for sales and the redemption, and

(xii)
prescribing requirements in respect of, or in relation to, promoters, advisers or persons and companies who administer or participate in the administration of the affairs of mutual funds or non-redeemable investment funds;

(ee.1)
governing disclosure obligations under this Act and the rules, including

(i)
requiring a person or company or class of persons or companies to comply with a section or Part of this Act or the rules, and

(ee.2)
governing insider trading, early warning and self-dealing including

(i)
requiring an issuer, class of issuer or other person or company to comply with any of the requirements of Part XX or the rules,

(ii)
prescribing how a security or class of security or a related financial instrument or class of related financial instruments shall be reported in an insider report,

(iii)
prescribing disclosure, delivery, dissemination and filing requirements, including the use of particular forms or particular types of documents,

(iv)
respecting self-dealing and conflicts of interest, and

(v)
prescribing exemptions from the requirements of Part XX or the rules;

(ee.3)
respecting the types or classes of securities of a reporting issuer and the allowable percentage of outstanding securities of a type or class;

(ee.4)
respecting the records to be maintained on preliminary prospectuses, receipts issued for the purpose of this Act and respecting the form of certificates relating to a preliminary prospectus, amendments to them and persons required to sign the certificates;

(ee.5)
respecting lapse dates for prospectuses and terms and conditions respecting them and respecting the cancellation of trades after lapse dates;

(ee.6)
respecting amendments to preliminary prospectuses and the filing of them;

(ff)
respecting fees payable by an issuer to an adviser as consideration for investment advice, alone or together with administrative or management services provided to a mutual fund or non-redeemable investment fund;

(gg)
prescribing requirements relating to the qualification of a registrant to act as an adviser to a mutual fund or non-redeemable investment fund;

(hh)
regulating commodity pools, including,

(i)
varying the application of Part XIV or XVII to prescribe additional disclosure requirements with respect to commodity pools and requiring or permitting the use of particular forms or types of additional offering or other documents in connection with commodity pools,

(ii)
prescribing requirements with respect to, or in relation to, promoters, advisers, persons and companies who administer or participate in the administration of the affairs of commodity pools,

(iii)
prescribing standards in relation to the suitability of investors in commodity pools,

(iv)
prohibiting or restricting the payment of fees, commissions or compensation by commodity pools or holders of securities of commodity pools and restricting the reimbursement of costs in connection with the organization of commodity pools,

(v)
prescribing requirements with respect to the voting rights of security holders, and

(vi)
prescribing requirements with respect to the redemption of securities of a commodity pool;

(ii)
regulating or varying this Act with respect to derivatives, including,

(i)
providing exemptions from a requirement of this Act,

(ii)
prescribing disclosure requirements and requiring or prohibiting the use of particular forms or types of offering documents or other documents, and

(jj)
varying the application of this Act to foreign issuers to facilitate distributions, compliance with requirements applicable or relating to reporting issuers and the making of take-over bids, issuer bids, insider bids, going-private transactions and related party transactions where the foreign issuers are subject to requirements of the laws of other jurisdictions that the superintendent considers are adequate for the purpose of this Act;

(kk)
prescribing requirements with respect to reverse take-overs including requirements for disclosure that are substantially equivalent to that provided by a prospectus;

(ll)
requiring or respecting the media, format, preparation, form, content, execution, certification, dissemination and other use, filing and review of all documents required under or governed by this Act, the regulations or the rules and all documents determined by the regulations or the rules to be ancillary to the documents, including,

(ii)
designating, for the purpose of subsection 89(1), the jurisdictions whose requirements are substantially similar to the requirements of Part XVIII, and

(iii)
designating a person or company for the purpose of the definition of "market participant";

(nn)
respecting the conduct of the superintendent, the deputy superintendent and their employees, agents and delegates in relation to the duties and responsibilities and discretionary powers under this Act, including the conduct of investigations carried out under Part VI;

(oo)
prescribing the fees payable to the superintendent, including those for filing, for applications for registration or exemptions, for trades in securities, with respect to audits made by the superintendent, and in connection with the administration of the securities law of the province;

(pp)
varying the application of this Act to permit or require the use of an electronic or computer-based system for the filing, delivery or deposit of,

(i)
documents or information required under or governed by this Act, the regulations or rules, and

(ii)
documents determined by the regulations or rules to be ancillary to documents required under or governed by this Act, the regulations or rules;

(qq)
establishing requirements for and procedures with respect to the use of an electronic or computer-based system for the filing, delivery or deposit of documents or information;

(rr)
prescribing the circumstances in which persons or companies are considered to have signed or certified documents on an electronic or computer-based system for a purpose of this Act;

(ss)
regulating scholarship plans and the distribution and trading of the securities of scholarship plans;

(tt)
specifying the conditions under which any particular type of trade that would not otherwise be a distribution shall be a distribution;

(uu)
varying the application of this Act to permit or require methods of filing or delivery, to or by the superintendent, issuers, registrants, security holders or others, of documents, information, notices, books, records, things, reports, orders, authorizations or other communications required under or governed by the securities law of the province;

(uu.1)
respecting reports and disclosure required by a reporting issuer;

(vv)
providing for exemptions from or varying the requirements set out in Part XII;

(ww)
prescribing amounts for the purposes of paragraphs 36(1)(e) and (r) and paragraphs 73(1)(d) and (l);

(xx)
providing for exemptions from or varying the requirements under this Act in respect of amendments to prospectuses or preliminary prospectuses, or prescribing circumstances under which an amendment to a preliminary prospectus or prospectus must be filed;

(xx.1)
prescribing circumstances in which a person or company that purchases a security under a distribution may cancel the purchase, including

(i)
prescribing the period in which a purchaser may cancel the purchase,

(ii)
prescribing the principles for determining the amount of the refund if the purchaser cancels the purchase,

(iii)
specifying the person responsible for making and administering the payment of the refund and prescribing the period in which the refund shall be paid, and

(iv)
prescribing different circumstances, periods, principles or persons or companies for different classes of securities, issuers or purchasers;

(xx.2)
designating a person or company or class or classes of persons or companies as an accredited investor;

(yy)
providing for exemptions from or varying the requirements of section 63, 66 or 72;

(yy.1)
exempting a class of persons, companies, trades or securities from one or more of the provisions of securities laws of the province;

(yy.2)
prescribing circumstances and conditions for the purpose of an exemption under paragraph (yy.1), including

(i)
conditions relating to the laws of another jurisdiction of Canada or relating to an exemption from those laws granted by a body empowered by the laws of that jurisdiction to regulate trading in securities or to administer or enforce laws respecting trading in securities in that jurisdiction, or

(ii)
conditions that refer to a person or company or to a class of persons or companies designated by the superintendent;

(yy.3)
defining a word or phrase for the purpose of this Act;

(yy.4)
prescribing transactions or classes of transactions for the purpose of section 138.2;

(yy.5)
providing for the application of Part XXII.1 to the acquisition of an issuers security under a distribution that is exempt from section 54 and to the acquisition of an issuers security in connection with or under a take-over bid or issuer bid;

(zz)
providing for exemptions from or varying the requirements of subsections 73 (4), (5), (6) and (7);

(aaa)
prescribing, providing for exemptions from or varying any or all of the time periods in this Act; and

(bbb)
prescribing the circumstances in which a reporting issuer is required to appoint an audit committee and prescribing the requirements for the administration of and the duties of an audit committee.

(2)
The Lieutenant-Governor in Council may make regulations

(a)
respecting a matter that the superintendent may make rules about; and

(b)
generally, to give effect to the purpose of this Act.

(3)
A rule made under subsection (1) shall have the same effect as subordinate legislation but is not subordinate legislation within the meaning of the Statutes and Subordinate Legislation Act
.

(4)
A rule made under subsection (1) shall be effective on the date it is approved by the minister, and a copy of it shall be kept on file with the superintendent, and shall be available for inspection by the public at all reasonable times.

(5)
A rule made under this section is not required to be published in the Gazette
, but a person shall not be convicted of an offence consisting of a contravention of a rule which at the time of the alleged contravention was not published in the Gazette
unless it is proven that at the date of the alleged contravention a copy of the rule was available for inspection as required under subsection (4).

(6)
Where there is a conflict between rules made by the superintendent and regulations made by the Lieutenant-Governor in Council under this section, regulations made by the Lieutenant-Governor in Council shall apply to the extent of the inconsistency.

(7)
A regulation or rule made under this section may

(a)
incorporate by reference and require compliance with, in whole or in part, a standard, procedure or guideline;

(b)
be general or particular in its application, be limited as to time or place or both and may exclude a place from the application of the regulation or rule;

(c)
authorize the superintendent to grant an exemption to it, in whole or in part, and subject to conditions or restriction; and

(d)
be made with retroactive effect.

(8)
Where the superintendent makes a rule under subsection (1) in fulfilment of an agreement with other provinces and territories of Canada respecting the harmonization of rules among those provinces and territories and there is a conflict between that rule and this Act, a regulation made under this Act or another rule made under this Act, the rule made in fulfilment of an agreement respecting the harmonization of rules applies.

144.2A securities or financial regulatory authority, stock exchange, self-regulatory body or organization, law enforcement agency and a governmental or regulatory authority, in Canada or elsewhere, or a person or company acting on behalf or providing services to such an entity, may access personal and other information held by the superintendent where the superintendent determines that the information should be provided to assist in the administration and enforcement of the securities law of the province or of another jurisdiction.

145.
Every registration made and receipt for a prospectus issued under The Securities Act,
and in effect immediately before the day that this Act comes into force continues in the same manner as if made or issued under this Act.